contentswtkholdings.com/pdf/wtk-annualreport2005.pdf · ms tham sau kien non-independent...

Contents

02 Corporate Information

03 Directors’ Profile

10 Corporate Structure

11 Directors’ Statement on Corporate Governance

16 Material Contracts

17 Audit Committee Report

21 Directors’ Statement on Internal Control

23 Chairman’s Statement

26 Financial Highlights

27 Financial Statements

93 List of Properties

97 Statistic on Shareholdings

100 Notice of Annual General Meeting

103 Statement Accompanying Notice of Annual General Meeting

pg2

W T K HOLDINGS BERHAD (10141-M)

Board of Directors

Datuk Wong Kie YikNon-Independent Non-Executive Director / Chairman

Lt Gen (Rtd) Datuk Seri Abdul Manap bin IbrahimIndependent Non-Executive Director / Deputy Chairman

Datuk Wong Kie NaiExecutive Director / Chief Executive Officer

Mr Wong Kie ChieNon-Independent Non-Executive Director

Mr Loh Siew ChoonIndependent Non-Executive Director

Ms Tham Sau KienNon-Independent Non-Executive Director

Mr Patrick Wong Haw YeongNon-Independent Non-Executive Director

Chief Financial Officer

Ms Janice Ting

Secretaries

Ms Tan Mee Lian (MAICSA 0869665)

Ms Ho Pui Yee (MAICSA 7027808)

Registered Office

Box #377, 9th Floor, Wisma CentralJalan Ampang, 50450 Kuala LumpurMalaysiaTel : 03 - 2164 8110Fax : 03 - 2164 8112

Auditors

Ernst & YoungChartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala Lumpur, MalaysiaTel : 03 - 7495 8000Fax : 03 - 2095 5332

Share Registrar

Symphony Share Registrars Sdn Bhd35, Jalan Hussein30250 IpohPerak Darul Ridzuan, MalaysiaTel : 05 - 241 5633Fax : 05 - 241 5578

Principal Bankers

HSBC Bank Malaysia BerhadRHB Bank BerhadCitibank Berhad

Stock Exchange Listing

Main Board of Bursa Malaysia Securities Berhad

CorporateInformation

pg3

ANNUAL REPORT 2005

Directors’Profile

Yg Bhg Datuk Wong Kie Yik

Yg Bhg Datuk Wong Kie Yik, Malaysian, aged 64, was appointed a Non-Executive Director of the Company on 3 February 1998. He is the Chairman of the Board of Directors of W T K Holdings Berhad (“WTK”).

Yg Bhg Datuk Wong Kie Yik, an Accountant by training in United Kingdom, is currently a Fellow member of the Chartered Association of Certified Accountants (FCCA) and also a member of the Malaysian Institute of Accountants (C.A. (M)). Yg Bhg Datuk Wong Kie Yik is actively involved in the development of the Malaysian Timber Industry, serving as the Vice Chairman of the Sarawak Timber Association. He had served as a Senator of Malaysia between 1986 and 1992. He was conferred the distinction of Panglima Gemilang Bintang Kenyalang (PGBK) on 11 September 1999 by Tuan Yang Terutama Yang DiPertua Negeri Sarawak.

His shareholdings in the securities of WTK as at 8 May 2006 are as follows:-

Direct % Indirect %

W T K Holdings Berhad 4,057,664 2.48 39,876,836 24.33

By virtue of his interest (direct or otherwise) in the shares of WTK, Yg Bhg Datuk Wong Kie Yik, is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

Yg Bhg Datuk Wong Kie Yik is the father of Mr Patrick Wong Haw Yeong, a Non-Executive Director of the Company. He is also a brother of Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer and Mr Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the Company.

He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 33 to the financial statements.

He has had no conviction for any offences within the past ten (10) years.

Yg Bhg Datuk Wong Kie Yik has attended all the five (5) Board of Directors meetings held during the financial year.

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Directors’Profile (cont’d)

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim, Malaysian, aged 67, was appointed an Independent Non-Executive Director of the Company on 22 May 1996. Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim is the Deputy Chairman of the Board of Directors and the Chairman of the Audit Committee of the Company. He is the Senior Independent Director to whom concerns may be conveyed.

He is a graduate of the Royal Military College, Malaysia, the US Army Command and General Staff College, the Naval Post Graduate School in Monterey, California, USA and the US Army War College. He retired in 1994 as a Deputy Chief of Army from the Malaysian Armed Forces after serving thirty-four (34) years in the military. He presently also sits on the Board of Amsteel Corporation Berhad as an Independent Non-Executive Director.

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim does not have any interest in the securities of WTK or its subsidiaries. He does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which he has a personal interest.


Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim has attended all the five (5) Board of Directors meetings held during the financial year. As the Chairman of the Audit Committee, he has also attended all the six (6) Audit Committee meetings held during the financial year.

ANNUAL REPORT 2005

pg5


Yg Bhg Datuk Wong Kie Nai

Yg Bhg Datuk Wong Kie Nai, Malaysian, aged 60, was appointed an Executive Director/Chief Executive Officer of the Company on 3 February 1998. He is also a member of the Audit Committee of the Company.

Yg Bhg Datuk Wong Kie Nai, an Accountant by training, is currently a member of CPA, Australia and a member of the Malaysian Institute of Accountants (C.A. (M)). Yg Bhg Datuk Wong Kie Nai plays a significant role in the expansion of WTK and is responsible for WTK’s timber operation in Sarawak, including overseas market development. He also oversees the non-timber operation in West Malaysia. He had served as a Senator of Malaysia between 1977 to 1983 and was conferred the distinction of Panglima Gemilang Bintang Kenyalang (PGBK) on 16 September 1991 by Tuan Yang Terutama Yang DiPertua Negeri Sarawak.


Direct % Indirect %


By virtue of his interest (direct or otherwise) in the shares of WTK, Yg Bhg Datuk Wong Kie Nai, is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

Yg Bhg Datuk Wong Kie Nai is a brother of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of Directors and Mr Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the Company. He is also an uncle of Mr Patrick Wong Haw Yeong, a Non-Executive Director of the Company.



Yg Bhg Datuk Wong Kie Nai has attended four (4) out of five (5) Board of Directors meetings held during the financial year. As a member of the Audit Committee, he has attended five (5) out of six (6) Audit Committee meetings held during the financial year. He extended his apologies for the meetings of which he did not attend.

pg6



Wong Kie Chie

Mr Wong Kie Chie, Malaysian, aged 57, was appointed a Non-Executive Director of the Company on 3 February 1998.

Mr Wong Kie Chie holds a Bachelor Degree in Chemistry from the University of New South Wales, Australia.


Direct % Indirect %


By virtue of his interest (direct or otherwise) in the shares of WTK, Mr Wong Kie Chie, is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

Mr Wong Kie Chie is a brother of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of Directors and Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer, both of whom are substantial shareholders of the Company. He is also an uncle of Mr Patrick Wong Haw Yeong, a Non-Executive Director of the Company.



Mr Wong Kie Chie has attended four (4) out of five (5) Board of Directors meetings held during the financial year. He extended his apology for the meeting of which he did not attend.

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ANNUAL REPORT 2005

Loh Siew Choon

Mr Loh Siew Choon, Malaysian, aged 47, was appointed an Independent Non-Executive Director of the Company and a member of the Audit Committee on 13 August 2001. He first joined the Board as an alternate director on 26 April 2000.

Mr Loh Siew Choon holds a Bachelor of Science (Honours) Degree in Economics and Accounting from City University, London. He was attached to direct investment firms in Singapore for six (6) years as Senior Portfolio Manager and Assistant Director prior to joining AIG Global Investment Group in 1996 as a Director of Direct Investment. Currently, he is responsible for AIG Group’s direct investment activities in Malaysia. He also had experience in investment banking and commercial banking for eight (8) years before joining the direct investment field.

He is a nominee director for AIG Goldflow Ltd, a major shareholder of WTK. He also holds directorship in Eng Teknologi Holdings Berhad as an Independent Non-Executive Director.

Mr Loh Siew Choon does not have any interest in the securities of WTK and its subsidiaries. He does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which he has a personal interest.


Mr Loh Siew Choon has attended all the five (5) Board of Directors meetings held during the financial year. As a member of the Audit Committee, he has attended all the six (6) Audit Committee meetings held during the financial year.


pg8


Tham Sau Kien

Ms Tham Sau Kien, Malaysian, aged 44, was appointed a Non-Executive Director of the Company on 28 February 2001.

Ms Tham Sau Kien holds a Bachelor of Science (Honours) Degree in Management and Political Science from Universiti Sains Malaysia and a Masters Degree in Business Administration from Indiana University, USA. She is presently a Director of Comet Alliance Sdn Bhd, a professional advisory firm and Investment Partner of Crescent Equity Management Sdn Bhd, a private equity fund management company. Prior to her present appointment, she last held the position of Principal in a global private equity fund management and venture capital company where she gained six (6) years experience in debt-restructurings, mergers and acquisitions, and IPOs of investee companies.

Ms Tham Sau Kien does not have any interest in the securities of WTK and its subsidiaries. She does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which she has a personal interest.

She has had no conviction for any offences within the past ten (10) years.

Ms Tham Sau Kien has attended four (4) out of five (5) Board of Directors meetings held during the financial year. She extended her apology for the meeting of which she did not attend.


pg9

ANNUAL REPORT 2005

Patrick Wong Haw Yeong

Mr Patrick Wong Haw Yeong, Malaysian, aged 35, was appointed a Non-Executive Director of the Company on 10 January 2005.

Mr Patrick Wong Haw Yeong holds a Bachelor of Business Administration graduated in United Kingdom. Upon graduation in 1993, Mr Patrick Wong Haw Yeong joined WTK family-owned group of companies in Sarawak and has been involved in the timber sector, namely the marketing of logs and plywood. Currently, he oversees and is fully in-charge of the marketing of plywood sector.

He is also presently the General Manager and Director of Kuching Plywood Berhad and a Director of Cairnfield Sdn Bhd, of which both are wholly-owned subsidiaries of WTK.

Mr Patrick Wong Haw Yeong does not have any interest in the securities of WTK and its subsidiaries. He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 33 to the financial statements.

He is the son of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of Directors and a substantial shareholder of the Company. Mr Patrick Wong Haw Yeong is also the nephew of Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer and Mr Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the Company.


Mr Patrick Wong Haw Yeong has attended all the five (5) Board of Directors meetings held during the financial year.


pg10


Cairnfield Sdn Bhd

Kuching Plywood Bhd

Gopoint Sdn Bhd

Sarawak Moulding Industries Berhad

Woodbanks Industries (M) Sdn Bhd

First Count Sdn Bhd

Limpah Mewah Sdn Bhd

Ninjas Development Sdn Bhd

Sanitama Sdn Bhd

Song Logging Company Sendirian Berhad

Sut Sawmill (3064) Sdn Bhd

Piramid Intan Sdn Bhd

WTK Heli-Logging Sdn Bhd

WTK-YINK Heli Harvesting Sdn Bhd

Winning Plantation Sdn Bhd

Immense Fleet Sdn Bhd

Biogreen Success Sdn Bhd

Splendid Trend Sdn Bhd

Zapstat Sdn Bhd

Timber Division

Foil Division

General Aluminium Works (M) Sdn Bhd

Tapes Division

Loytape Industries Sdn Bhd

Central Mercantile Corporation (S) Ltd

Central Mercantile Corporation (M) Sdn Bhd

Samanda Marketing & Sales Sdn BhdSamanda Marketing Corporation Sdn Bhd

Property Division

Dusun Nyiur Sdn Bhd

Samanda Equities Sdn Bhd

Central Elastic Corporation Sdn Bhd

Samanda Trading Sdn Bhd

W T K HOLDINGS BERHAD

Rubber Product Division

CorporateStructure

TANN-GAW (M) Sdn Bhd

pg11

ANNUAL REPORT 2005

The Board of Directors (“Board”) of W T K Holdings Berhad (“WTK” or “Company”) is pleased to report that for the financial year under review, WTK has continued to apply good governance practices in managing and directing the business affairs of the Group, by adopting the substance and spirit of the principles advocated by the Malaysian Code on Corporate Governance (“Code”) wherever possible.

In this Statement, the Board has considered the manner in which the principles of the Code have been applied, the extent of compliance with the Best Practices and the alternatives for departure from such best practices.

The Role of the Board

The Board recognises their primary role in the strategic development and control of the Group. The pivotal role of the Board is to provide an objective judgement to the strategic planning process and, apart from the Executive Director/Chief Executive Officer (“CEO”), is not involved in the day-to-day management of the business.

The Board is firmly supported by the Management Committee who has the responsibilities in planning and formulating business strategies, finance, operating policies and in monitoring the achievement of the business strategies of the Group. The Management Committee reports thereon to the Board on these matters.

The Management Committee is also entrusted with the responsibility and authority to examine particular issues and report back to the Board with their recommendations. The Board will then independently assess the merits of the Management Committee’s proposals and satisfy itself that the Management Committee had considered the appropriate elements of a strategic plan and monitor the Management Committee’s success in implementing its strategy. The final decision on all significant matters proposed by the Management Committee lies with the Board as a whole.

Board Balance

The Board is made up of a good balance of one (1) Executive and six (6) Non-Executive Directors with no individual dominating in the Board’s decision making process. The Board has two (2) Independent Non-Executive Directors, representing one third (1/3) of the total composition of its members.

The Board has a good mix of members with expertise and experience in economics, investments, accounting and finance, marketing, technical, corporate management disciplines and business administration thereby ensuring a broader perspective and depth in the Board’s decision making process. The Independent Directors play a vital role in providing independent views on various issues and ensures a balanced and fair deliberation process to safeguard the interests of the minority shareholders.

Directors’ Statementon Corporate Governance

pg12


There is a clear segregation of responsibility between the Chairman and the CEO to ensure a proper balance of power and authority. The Board approves and develops position descriptions of the CEO and that of the Senior Management which identify the limits of their responsibilities. There is a direct link between the CEO and the Senior Management team and an appropriate management structure is in place to ensure adequate succession support for continuity of business operations in the absence of key executives.

Board Meetings

The Board meets on a quarterly basis with additional meetings convened as and when necessary with due notice given for all scheduled meetings. During the financial year ended 31 December 2005, the Board met a total of five (5) times. Details of Directors’ attendance are set out as follows:-

Members Meetings attended

Percentage of attendance (%)

Datuk Wong Kie Yik

Datuk Wong Kie Nai

Mr Wong Kie Chie

Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim

Mr Loh Siew Choon

Ms Tham Sau Kien

Mr Patrick Wong Haw Yeong

5/5

4/5

4/5

5/5

5/5

4/5

5/5

100

80

80

100

100

80

100

Supply of Information

The Directors have full access to all information pertaining to the Group’s business and affairs, whether as a full Board or in their individual capacity, to enable them to discharge their duties. All Directors receive the agenda together with a full set of Board papers containing information relevant to the business of the meeting on a timely basis.

All Directors have full access to the advice and services of the Company Secretaries who ensure that Board procedures are adhered to at all times during meetings and advise the Board on matters including corporate governance issues and Directors’ responsibilities in complying with relevant legislation and regulations. The Directors may obtain independent advices, where necessary, in furtherance of their duties in accordance with prescribed procedures, at the Group’s expense.

Appointments to the Board

The Board as a whole performs the evaluation and appointment of potential candidates to the Board. All Directors are involved in the process of assessing existing Directors and identifying, recruiting, nominating, appointing and orientating new Directors.

Directors’ Statementon Corporate Governance (cont’d)

pg13

ANNUAL REPORT 2005

The Board has again reviewed the principles underlying the roles and duties of a Nomination Committee as prescribed by the Code and after due deliberation, has concluded that the formation of a Nomination Committee is not required. The rationale behind this decision is based on the fact that the number of members shall remain small and are sufficiently effective for exacting all decision making processes and addressing issues affecting the Group. However, the Company shall review its requirement from time to time and may consider its formation when the need arises.

Directors’ Training

The Directors are mindful that they should undergo continuous training in order to enhance their skills and knowledge, including keeping abreast with new statutory and regulatory requirements.

All the Directors have completed the Mandatory Accreditation Programme and fulfilled their Continuing Education Programme (“CEP”) points pursuant to the requirements of Bursa Malaysia Securities Berhad. In addition, during the financial year ended 31 December 2005, the Directors have undergone the following training programmes:-

Name Programme

Datuk Wong Kie Yik Financial Reporting Standards and Goods and Services Tax Awareness

Understanding financial and accounting reports in the new reporting regime and corporate governance

Datuk Wong Kie Nai Financial Reporting Standards and Goods and Services Tax Awareness

Understanding financial and accounting reports in the new reporting regime and corporate governance

Mr Wong Kie Chie Financial Reporting Standards and Goods and Services Tax Awareness

Finance for Non-Finance Directors


Financial Reporting Standards and Goods and Services Tax Awareness

Mr Loh Siew Choon Financial Reporting Standards and Goods and Services Tax Awareness

Modern Internal Auditing for auditors, audit committees, senior management and auditors

Ms Tham Sau Kien Financial Reporting Standards and Goods and Services Tax Awareness

Mr Patrick Wong Haw Yeong Financial Reporting Standards and Goods and Services Tax Awareness

The Malaysian Private Debt Securities or Bond Market : A Director’s Perspective on efficient and alternative financing sources


pg14


Re-election of Directors

All Directors who are appointed by the Board are subject to retirement and re-election by the shareholders at the first opportunity after their appointment, in accordance with the Company’s Articles of Association.

The Articles of the Company further provides that at least one third (1/3) of the remaining Directors are subject to retirement by rotation at the Annual General Meeting (“AGM”) of the Company at least once every three (3) years.

Directors’ Remuneration

Concurrent with the deliberation on the formation of a Nomination Committee, the Board had also considered and decided that a Remuneration Committee is not required as the Company has only one (1) Executive Director who draws a salary. However, the Company shall review its requirement from time to time and may consider its formation when the need arises.

The remuneration of the Executive Director is determined by the remaining Non-Executive Directors of the Company. The Executive Director plays no part in determining his remuneration. The Executive Director does not receive any director’s fee for his term in office.

In respect of the Non-Executive Directors, the yearly proposal of directors’ fees and increments, if any, are approved by the shareholders of the Company at the AGM. The Company reimburses reasonable expenses incurred by the Directors in the course of their duties as Directors.

Details of Directors’ remuneration are provided in Note 6 of the financial statements on pages 54 and 55 of the Annual Report.

Investor Relations

The Group recognises the need for clear and effective communications with the investing community. To this end, the Company conducts dialogues and briefings with financial analysts, fund managers and institutional investors to ensure that the investing public receives a balance and complete view of the Group’s performance, new developments and current issues faced by the business under the regional and global economic climate.

The Annual Report and quarterly reports served to communicate the Group’s activities and financial performance to its shareholders and the public.

Annual General Meeting

The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements, Corporate Developments in the Group, the resolutions being proposed and on business of the Group in general at every AGM and Extraordinary General Meeting of the Company. Senior Officers and appropriate advisers are also available to respond to shareholders’ questions during the meeting.


pg15

ANNUAL REPORT 2005

Financial Reporting

In presenting the annual audited financial statements and quarterly announcements, the Directors aim to present a balanced and understandable assessment of the Group’s position and prospects to its shareholders and other stakeholders.

The Audit Committee assists the Board in this matter by reviewing and recommending information for disclosure.

Statement of Directors’ Responsibility in Preparing the Financial Statements

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year in accordance with the applicable Approved Accounting Standards and give a true and fair view of the state of affairs of the Group and Company at the end of the financial year and of the results and cash flows of the Group and Company for the financial year.

In preparing the financial statements, the Directors have:-

• selected suitable accounting policies and applied them consistently;• made judgements and estimates that are reasonable and prudent;• ensured that all applicable Approved Accounting Standards have been followed; and• prepared financial statements on a going concern basis as the Directors have a reasonable expectation,

having made enquiries, that the Group and Company have adequate resources to continue in operational existence for the foreseeable future.

The Directors have responsibility for ensuring that the Company keeps accounting records, which discloses with reasonable accuracy the financial position of the Group and Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965.

The Directors have overall responsibilities for taking the necessary steps to safeguard the assets of the Group to prevent and detect fraud and other irregularities.

Internal Control

Details on the Directors’ Statement on Internal Control can be found on pages 21 and 22 of the Annual Report.

Relationship with the Auditors

The relationship with the External Auditors are formally maintained through the Audit Committee as set out in its terms of reference on pages 17 to 19 of the Annual Report.


pg16


There were no material contracts entered into since the end of the previous financial year end involving directors and substantial shareholders except for the Contracts for Log Supply for purchases of raw material which were renewed on 1 January 2005 between W T K Holdings Berhad’s subsidiaries namely Cairnfield Sdn Bhd, Gopoint Sdn Bhd, Sarawak Moulding Industries Berhad, Woodbanks Industries (M) Sdn Bhd and Kuching Plywood Bhd with the following related companies:-

(i) Harbour-View Realty Sdn Bhd;(ii) W T K Realty Sdn Bhd;(iii) Protection Gloves Sdn Bhd;(iv) Faedah Mulia Sdn Bhd;(v) Jati Bahagia Sdn Bhd; (vi) Hung Ling Sawmill Sdn Bhd; and(vii) Sabal Sawmill Sdn Bhd

These contracts were renewed for another three (3) years based on the same terms and conditions.

Material Contracts

pg17

ANNUAL REPORT 2005

COMPOSITION AND DESIGNATION OF THE AUDIT COMMITTEE

Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim – Chairman(Independent Non-Executive Director)

Datuk Wong Kie Nai (Executive Director/CEO)

Loh Siew Choon(Independent Non-Executive Director)

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Constitution

The Audit Committee was formed pursuant to a resolution passed on 20 September 1993 by the Board of Directors.

Objectives

It is the objective of the Audit Committee to assure the shareholders of the Company that the Group has complied with applicable Approved Accounting Standards and the Listing Requirements of Bursa Malaysia Securities Berhad. The Audit Committee will endeavour to adopt certain practices aimed at maintaining appropriate standards of responsibility, integrity and accountability to all shareholders of the Company. With this, the Audit Committee will review, evaluate and satisfy itself that the Management Committee, assisted by the internal audit team and risk management committee team, has exercised its role and carried out its function effectively to:-

(1) maintain a sound system of internal control to safeguard shareholders’ investment and company assets;

(2) assist the Board as a whole in setting appropriate policies and procedures to review the adequacy and integrity of the Group’s system of internal control and management information systems including system for compliance with applicable laws, rules, directives and guidelines; and

(3) identify principal risks and ensure the implementation of appropriate internal control systems to manage these risks affected.

Membership

The Audit Committee shall be appointed by the Board of Directors from among their numbers and shall be composed of not fewer than three (3) members of whom a majority shall be independent non-executive directors. A quorum shall be two (2) members of which the majority present must be independent non-executive directors.

Audit Committee Report

pg18


At least one (1) member of the Audit Committee:-

• must be a member of the Malaysian Institute of Accountants; or • if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’

working experience and:-- he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967;

or- he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule

of the Accountants Act 1967; or• fulfils such other requirements as prescribed by the Exchange.

The members of the Audit Committee shall elect a chairman from among their numbers who shall be an independent non-executive director. The chairman elected shall be subject to endorsement by the Board.

If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member resulting in the number of members reducing to below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members. No alternate director shall be appointed as a member of the Audit Committee.

Functions

The duties of the Audit Committee shall be:-

1. To review the quarterly results and year-end financial statements of the Company and the Group, and to recommend the same to the Board for approval whilst ensuring that they are prepared in a timely and accurate manner complying with all applicable accounting and regulatory requirements and are promptly published;

2. To recommend the appointment or re-appointment of the external auditors, the audit fee and any questions of resignation or dismissal;

3. To review with the external auditors:-- the nature and scope of their audit plan- the evaluation of the soundness of system of internal control- the audit report on the financial statements- the management letter of their recommendations and findings- the assistance which they can render to our internal audit function and the co-ordination between the

external and internal audit;

4. To review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work;

5. To review the internal audit programme and the results of the internal audit process or investigation undertaken and whether or not appropriate action is taken on the recommendation of the internal audit function;

6. To approve any appointment, appraisal or assessment of the performance of members of the internal audit function and inform itself of the resignation or termination of senior members of the internal audit function;

Audit Committee Report (cont’d)

pg19

ANNUAL REPORT 2005

7. To consider any significant findings, reservations, difficulties encountered or material weaknesses reported by the external and internal auditors;

8. To review with the external and internal auditors whether the employees of the Group have given them appropriate assistance to discharge their duties;

9. To review any related party transactions and conflict of interest situation that may arise within the Company or the Group;

10. Any other functions as may be agreed by the Audit Committee and the Board of Directors or as directed by the Board of Directors.

Powers

In carrying out their duties and responsibilities, the Audit Committee will, in principle, have full, free and unrestricted access to all the Group’s records, properties and personnel.

Meetings

The Audit Committee will meet at least four (4) times a year although additional meetings may be called at any time, at the discretion of the Chairman. The Group’s Chief Financial Officer and other Board members or Senior Management officers may attend these meetings upon the invitation of the Audit Committee.

The internal and/or external auditors have the right to appear and be heard at any meetings of the Audit Committee and shall appear before the Audit Committee when required by the Company. Upon the request of the auditors, the Chairman of the Audit Committee shall also convene a meeting of the Audit Committee to consider any matters the auditors believe should bring to the attention of the Board of Directors or the shareholders.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2005

The Audit Committee of the Company comprises three (3) members. Two (2) being independent non-executive directors. The Chairman of the Audit Committee, Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim is the Senior Independent Non-Executive Director. Any concerns of the Group may be conveyed to him.

The Audit Committee met six (6) times during the financial year ended 31 December 2005. Details of attendance of the Audit Committee are set out as follows:-

Members No. of meetings attended


Datuk Wong Kie Nai

Mr Loh Siew Choon

6

5

6


pg20


The Group’s Chief Financial Officer and other members of the Senior Management were also invited to attend these meetings. During the year under review, the Audit Committee carried out its duties in accordance with its Terms of Reference as follows:-

• Reviewed the Group’s quarterly unaudited financial results and announcement before recommending them for the Board’s approval;

• Reviewed the Group’s year-end audited accounts and audit report on the financial statements as presented by the External Auditors and recommended the same to the Board for approval;

• Reviewed and updated its Terms of Reference;• Reviewed the scope and results of works carried out by the Internal Audit Function;• Discussed and reviewed recurrent related party transactions;• Discussed with the External Auditors before the audit commenced, the nature and scope of the audit plan.

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2005

The Group’s Internal Audit Department (“IAD”) whose primary function is to assist the Audit Committee in discharging its duties and responsibilities with regard to the monitoring of internal control system, risk management and corporate governance processes. The IAD provides independent assessments and objective assurance on the adequacy and effectiveness of the risk management and internal control framework in all key business activities within the Group.

For the financial year ended 31 December 2005, the IAD has performed regular audit assignments namely financial, operational as well as compliance audits on subsidiary companies covering all major operating areas. These were carried out in accordance with the annual audit plan or special ad-hoc audit at the request of the Management Committee.

At every meeting of the Audit Committee during the financial year, Internal Audit Reports of the Group’s subsidiary companies were tabled and deliberated. In its undertaking of each audit, the Internal Auditors reviewed the internal control system and performed relevant compliance and substantive risk based audit procedures of the auditee company.

During the year under review, the IAD has also assisted the Audit Committee in conducting reviews on the risk management process implemented by the Management Committee for identifying, evaluating and monitoring significant risk exposures through the application of “risk audit checklist” methodology on a regular basis.

The review will provide the Executive Management and the Audit Committee with an efficient and effective level of audit coverage.

STATEMENT BY THE AUDIT COMMITTEE

The Audit Committee confirmed that during the financial year under review, there were no allocation of options pursuant to the Company’s Employees’ Share Option Scheme which expired and lapsed on 23 July 2005.


pg21

ANNUAL REPORT 2005

The Board recognises that effective risk management practices are necessary to safeguard shareholders’ investments as well as the Group’s assets. As such, they are responsible for maintaining a sound system of internal control and for reviewing its effectiveness. However, such a system is designed to manage rather than to eliminate the risk that may impede the achievement of business objectives. The system can therefore, only provide reasonable assurance and not absolute assurance against material misstatement or loss.

The Group has in place an on-going process that lays the foundation for effective control framework for identifying, evaluating and managing the principal risks of the Group in a proactive manner for the year under review up to the date of this report. The Board, with the support of the Management Committee as well as Audit Committee regularly reviews this process.

During the financial year, the Board has reviewed the Group’s system of internal control against the requirements outlined in the Statement on Internal Control: Guidance for Directors of Public Listed Companies issued by Bursa Malaysia Securities Berhad’s Task Force on Internal Control.

The Group’s system of internal control comprise the following key elements:-

Risk Assessment

Throughout the year under review, the Internal Audit Function undertook an on-going review of the principal and operational risks factors affecting the key business units of the Group. Those risks factors were identified, evaluated and control measures were implemented to safeguard those risks from affecting the business objectives of the Group. All risks owners were assigned to be responsible for ensuring that the controls are adequate and effective in mitigating the risks factors.

The Board has established a Risk Management Committee whom shall report to the Management Committee and subsequently to the Audit Committee and the Board. The Risk Management Committee has also been established at all major subsidiaries of the Group.

The composition of the Management Committee shall be the Chairman of the Board of Directors, Chief Executive Officer and is assisted by the Chief Financial Officer and other senior management officers.

The Risk Management Committee for the respective business units shall consist of the Head of Internal Audit, the subsidiaries’ General Managers and Finance Managers. The respective business units will be responsible for monitoring and updating their risk profiles as well as evaluating emerging new risk factors.

Directors’ Statement on Internal Control

pg22


Control Environment & Activities

The Group has in place an on-going monthly financial reporting system that provides the Management Committee with information and acts as a resourceful tool for close monitoring of actual results against budgets. The Management Committee reviews the monthly management reports, which includes information on financial performance as well as key financial and operational performance indicators to highlight the achievement of the Group’s business objectives. Members of the Management Committee pay regular visits to all operating units and establish follow-up actions on major variances reported.

The Group has also in place a Quality Management System under the auspices of the MS ISO9001:2000. This system establishes broad policies and procedures for the efficient running of the business of the West Malaysian manufacturing-based operating units. These policies and procedures define proper authorisation level and segregation of duties providing a framework for good internal control practices.

The Management Committee meets regularly to deliberate on business and operational issues that include reviewing, formulating and approving all key business objectives and policies. The reviews are either scheduled or ad-hoc and are held at the respective business units to identify, discuss and resolve business and operational issues. All significant issues identified during these meetings that warrant Board attention are reported to the Board accordingly.

Assurance Function

The Group has its own Internal Audit Function. Its main function is to provide independent and reasonable assurance to the Board and the Audit Committee on the adequacy, integrity and effectiveness of the Group’s system of internal control. Internal control reviews are conducted regularly and systematically across the Group. Such review comprised of financial, operational as well as compliance engagement on the Group’s operations with proper risk responses for improvement to be implemented by operating management. These reviews are conducted in accordance with formally developed audit plans, which take into account the risks factors identified during the risk assessment process. The results of these reviews are reported quarterly to the Audit Committee.

The Management Committee is also responsible to the Board for ensuring proper internal control procedures are in place at each business unit thus providing added assurance to the Board.

Board Review

The Audit Committee reviews reports from the Internal Audit Function pertaining to internal audit reviews as well as risk assessment reviews, and reports thereon to the Board. Such measures provide positive endeavor for the Board to take continuous measures to put in place appropriate action plans to further strengthen the internal control environment of the Group.

The Board is pleased to report that there were no significant weaknesses noted in the Group’s system of internal control during the financial year up to the date of approval of the annual report and financial statements.

Directors’ Statement on Internal Control (cont’d)

pg23

ANNUAL REPORT 2005

Chairman’s Statement

FINANCIAL PERFORMANCE

Firmer global timber prices amidst higher operating costs were the order of the day for 2005. This led the Group sustaining its turnover level at RM613 million, a 1.5% increase from RM604 million in 2004. Higher operating cost led to a decline in profit before tax to RM72 million from RM99 million in 2004. Consequently, the Group’s earnings per share (EPS) is down by 25% to 35 sen.

REVIEW OF OPERATIONS

Timber

Timber prices were generally firmer during 2005 with an upward bias towards year end due to strong demand from major importing countries like China, India and Japan.

In the first half, strong demand in round logs was led by India while Japan hovered in the background with a significant increase in the demand for timber, evidencing a recovery in its housing market. The Group’s other key markets like Vietnam, Taiwan and other ASEAN countries were consistent buyers and coupled with the erratic supply situation in Indonesia, tropical timber prices edged higher.

However, with the overall rise in commodity prices that includes oil, the Group had to address and check the impact of a gradual, yet significant increase in its operating costs. To maintain its competitiveness in the market, the Group had to implement cost-cutting measures to improve efficiency at various levels. Further, marketing efforts were intensified to markets deemed as “high growth” – this led to an expansion of in the range of timber species being sold to those countries.

In the second half of the year, the Group faced a temporary supply shortage due to the seasonally wet season, especially towards the end of the year. As a direct effect of the shortage, timber prices rose 15% as compared with prices at the beginning of the year. This led to slower demand as buyers remained sidelined, awaiting prices to ease as soon as log production normalized. This was evident among Japan buyers as the yen by then had weakened to a two-year low, making Japanese imports relatively more expensive than others. The temporary slack in sales to Japan was made up by the buoyant demand from China, India and Vietnam. Towards the end of the year, Japan’s sales picked up as the country rode a strong economic recovery signal where housing starts were up 4% from 2004 to reach 1.36 million units.

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of the Group for the financial year ended 31 December, 2005.

pg24


Chairman’s Statement (cont’d)

The supply situation remains a concern for Indonesia which is still battling illegal logging and frequent production disruptions. Although an immediate reaction was a shift to buying from the Malaysian producers, this led to more pressure on the supply situation in Malaysia. Although the Group has additional log supply from the LSA, the “shortage” situation was perpetuated by the rainy season and the festivities at year-end, and the Group had to resort to buying from the market to meet demand for its downstream operations.

Non-Timber

The non-timber manufacturing and trading division which is involved in the manufacture and sale of adhesive tapes and aluminum foil products recorded a profit of RM0.2 million on the back of RM162 million sales, a decrease of 98% compared to 2004. Management is taking steps to restructure and turn around this division, focusing on the aluminum foil business. Changes were implemented in key positions as Management streamlined its product mix and added new machinery to enhance production capability in tandem with current market requirements. Management is confident that the leadership change in the division would drive improved performance in the current year, notwithstanding the challenges posed by the higher energy prices, interest rates and strong competition. These challenges are expected to keep the Group on the alert to improve efficiency to recover lost ground and beef up its bottomline.

PROSPECTS

To further augment timber supply from its existing concessions and the LSA, the Group has embarked on massive tree planting programs to eventually fill its downstream needs in fifteen (15) years from today. The tree planting program, which complements the Government’s efforts in ensuring the sustainability of forest resources, is approximately 70,000 hectares in area. In support of such programs, 11,000 hectares has been allocated for the planting of oil palm, with the aim of using the proceeds from its harvest to finance the tree planting program. WTK has embarked on the planting of oil palm in 2005 and by the end of this year, it would have planted 4,000 hectares of oil palm at an estimated cost of RM5,200 per hectare. The planting of the remaining area is expected to be completed in 2008.

pg25

ANNUAL REPORT 2005

Chairman’s Statement (cont’d)

Alongside the planting of oil palm, WTK would commence tree planting over 4,400 hectares every year, at an estimated cost of RM5,700 per hectare. All these expenditure are to be funded by internally generated funds. The planted forest program is WTK’s long-term commitment to sustain its upstream and downstream forestry activities. Together with its existing resources, the planted forest program provides a strong synergy for WTK’s operations.

Barring unforeseen circumstances, the Group expects better prospects for the timber industry on the back of strong demand from its key markets and the confidence in managing the supply situation to meet an overall increase in demand for timber products.

DIVIDEND

The Board of Directors has proposed a final tax exempt dividend of 4.55 sen per share, amounting to RM7,396,527 (Year 2004: a final tax exempt dividend of 5.76 sen per share, amounting to RM9,366,000) would be payable pending the approval of shareholders at the forthcoming Annual General Meeting.

APPRECIATION

On behalf of my fellow board members, I wish to extend our appreciation to all employees for their continued diligence and dedication in their work, leading to a reasonable level of financial performance for the year. I would also take this opportunity to thank all our shareholders, regulators, customers and suppliers for their continual support and confidence in the Group.

DATUK WONG KIE YIKChairman31 May 2006


FinancialHighlights

2005

2004

2003

2002

2001

613,082

604,295

557,141

495,892

451,906

TURNOVER

(RM

’000

)

100,

000

200,

000

300,

000

400,

000

500,

000

600,

000

700,

000

2005

2004

2003

2002

2001

71,354

99,189

53,494

53,632

42,430

PROFIT BEFORE TAX

(RM

’000

)

20,0

00

40,0

00

60,0

00

80,0

00

100,

000

120,

000

2005

2004

2003

2002

2001

1,095,858

1,062,964

942,976

929,729

864,855

TOTAL ASSETS

(RM

’000

)

200,

000

400,

000

600,

000

800,

000

1000

,000

1200

,000

2005

2004

2003

2002

2001

809,938

778,544

705,170

673,810

638,256

TOTAL SHAREHOLDERS’ FUNDS

(RM

’000

)

100,

000

200

,000

300,

000

400,

000

500,

000

600,

000

700,

000

800,

000

900,

000

pg26

Chairman’sStatement

pg27

ANNUAL REPORT 2005

28 Directors’ Report

34 Statement by Directors

34 Statutory Declaration

35 Report Of The Auditors

36 Income Statements

37 Balance Sheets

39 Consolidated Statement Of Changes In Equity

40 Company Statement Of Changes In Equity

41 Cash Flow Statements

43 Notes To The Financial Statements

FinancialStatements

pg28


Directors’Report

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2005.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management services.

The principal activities of the subsidiaries and associated companies are described in Note 14 and 15 respectively, to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTSGroup

RM’000 CompanyRM’000

Profit after taxation Minority interests

56,784 567

14,334 -

Net profit for the year 57,351 14,334

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statements of changes in equity.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The amount of dividends paid by the Company since 31 December 2004 were as follows:

RM’000In respect of the financial year ended 31 December 2004 as reported in the directors’ report of that year:

Second interim dividend of 3.6% tax exempt, paid on 27 May 2005 (3.6 sen net per share)

5,855

Final dividend of 5.76% tax exempt, paid on 28 September 2005 (5.76 sen net per share)

9,366

In respect of the financial year ended 31 December 2005:

An interim dividend of 5.76% tax exempt, paid on 24 February 2006 (5.76 sen net per share)

9,364

24,585

pg29

ANNUAL REPORT 2005

DIVIDENDS (CONT’D)

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2005 of 4.55% tax exempt dividend on 163,866,527 ordinary shares less shares bought back and held as treasury shares, amounting to a total dividend payable of RM7,396,527 (4.55 sen net per share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained profits in the financial year ending 31 December 2006.

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Datuk Wong Kie Yik Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim Datuk Wong Kie Nai Wong Kie Chie Loh Siew Choon Tham Sau Kien Patrick Wong Haw Yeong

In accordance with Article 96 of the Company’s Articles of Association, Datuk Wong Kie Yik and Tham Sau Kien retire by rotation from the Board at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other body corporate, other than those arising from the share options granted under the Employees’ Share Option Scheme.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 6 to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 33 to the financial statements.

Directors’Report (cont’d)

pg30


DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares and options over shares in the Company and its related corporations during the financial year were as follows:

Number of ordinary shares of RM1.00 each in the Company

As at 1.1.2005

Bought Sold

As at 31.12.2005

Direct Interest Datuk Wong Kie Yik 2,208,154 - - 2,208,154 Datuk Wong Kie Nai 5,634,055 - - 5,634,055Wong Kie Chie 5,247,010 - - 5,247,010

Indirect InterestDatuk Wong Kie Yik* 37,321,836 1,570,000 - 38,891,836 Datuk Wong Kie Nai* 37,321,836 1,570,000 - 38,891,836 Wong Kie Chie* 37,321,836 1,570,000 - 38,891,836

* Indirect interest through their substantial shareholdings in W T K Realty Sdn. Bhd., Harbour-View Realty Sdn. Bhd. and Ocarina Development Sdn. Bhd.

By virtue of their interest in the shares of the Company, Datuk Wong Kie Yik, Datuk Wong Kie Nai and Wong Kie Chie are also deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

The interest of directors in options granted to subscribe for ordinary shares in the Company pursuant to the Employees’ Share Option Scheme which expired and lapsed on 23 July 2005 were as follows:

Number of Options to Subscribe for Ordinary Shares As at

1.1.2005/ Date of

Appointment**

Granted Lapsed

As at

23.07.2005 (Expiry Date)

Datuk Wong Kie Yik 490,000 - (490,000) - Datuk Wong Kie Nai 500,000 - (500,000) -Wong Kie Chie 500,000 - (500,000) -Patrick Wong Haw Yeong ** 300,000 - (300,000) -

1,790,000 - (1,790,000) -

Other than as disclosed above, none of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year.


pg31

ANNUAL REPORT 2005


EMPLOYEES’ SHARE OPTION SCHEME

The main features of the Company’s Employees’ Share Option Scheme (“ESOS”) are as follows:

(a) The maximum amount of ordinary shares of RM1.00 each in the Company which may be subscribed on the exercise of the ESOS shall not exceed in aggregate 10% of the total issued and paid-up share capital of the Company at any point of time during the existence of the ESOS.

(b) Eligible employees and executive directors of the Group with at least one year of service shall be eligible to participate in the ESOS.

(c) The maximum allowable allotment that may be offered to eligible employees and full time executive directors under the ESOS ranges from 4,000 to 500,000 ordinary shares.

(d) The option price shall be average of the mean market quotation of the shares as quoted and shown in the Daily Official List issued by Bursa Malaysia for the 5 market days immediately preceding the date of the offer or the par value of the shares of the Company, whichever is higher, provided always that the exercise price of such options is allowed to be set at a discount of not more than 10% from the set price at the date the option is granted.

(e) An option shall be capable of being exercised during the option period starting from the date at which a written offer from the ESOS committee to any eligible employee or such later date as determined by the ESOS committee. The Scheme commenced on 24 July 2000 and was in force for a period of five years.

The Scheme expired and lapsed on 23 July 2005. The movement in the Company’s unissued shares under the ESOS up to the date of expiry :-

Number of Options to Subscribe for Ordinary Shares As at

1.1.2005

Granted Lapsed As at

23.7.2005 (Expiry Date)

13,887,000 - (13,887,000) -

TREASURY SHARES

At the Annual General Meeting held on 29 June 2005, the Company obtained a renewal of mandate to purchase its own shares on the Bursa Malaysia Securities Berhad.

During the financial year, the Company purchased a total of 190,500 of its issued ordinary shares of RM1.00 each from the open market for a total cost of RM900,641. The repurchases were financed by the Company’s internal funds.

As at 31 December 2005, the Company held a total of 1,305,500 treasury shares at a carrying amount of RM6,138,858. Subsequent to 31 December 2005 and up to 17 April 2006, the Company repurchased a further 5,000 shares at an average price of RM4.22 amounting to a total cost of RM21,257.

The directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.

pg32


TREASURY SHARES (CONT’D)

The monthly breakdown of shares bought back for the financial year ended 31 December 2005 were as follows:

No. of Ordinary Shares

Purchase Price Per Share

Average Price

Per Share RM

Share Premium

RM

Total Cost RM

Lowest RM

Highest RM

Treasury shares

Balance b/f (Net of shares re-sold)

1,115,000 - - - -

5,238,217

Shares bought back during the year:

Month January - - - - - -February - - - - - -March 20,000 5.45 5.45 5.45 - 109,480 April 80,500 5.20 5.40 5.33 - 431,431 May - - - - - -June 15,000 4.36 4.54 4.43 - 67,013 July 35,000 4.38 4.40 4.38 - 154,207 August - - - - - -September 40,000 3.42 3.48 3.44 - 138,510 October - - - - - -November - - - - - -December - - - - - -

TOTAL 190,500 900,641

Balance c/f (Net of shares re-sold) 1,305,500 6,138,858

There has been no resale of treasury shares or cancellation of shares bought back during the financial year.

OTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.


pg33

ANNUAL REPORT 2005


OTHER STATUTORY INFORMATION (CONT’D)

(b) At the date of this report, the directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year other than disclosed in Note 34 to the financial statements.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors.

Datuk Wong Kie Yik Datuk Wong Kie Nai

Kuala Lumpur, Malaysia 27 April 2006

pg34


Statement by Directorspursuant to section 169(15) of the Companies Act, 1965

We, Datuk Wong Kie Yik and Datuk Wong Kie Nai, being two of the directors of W T K Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 36 to 92 are drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2005 and of the results and the cash flows of the Group and of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors.

Datuk Wong Kie Yik Datuk Wong Kie Nai


I, Datuk Wong Kie Nai, being the director primarily responsible for the financial management of W T K Holdings Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 36 to 92 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed Datuk Wong Kie Nai at Kuala Lumpur in the Federal Territory on 27 April 2006 Datuk Wong Kie Nai

Before me,

AHMAD LAYACommissioner for OathKuala Lumpur, Malaysia

Statutory Declarationpursuant to section 169(16) of the Companies Act, 1965

pg35

ANNUAL REPORT 2005

Report of the Auditorsto the members of W T K Holdings Berhad

We have audited the financial statements set out on pages 36 to 92. These financial statements are the responsibility of the Company’s directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of:

(i) the financial position of the Group and of the Company as at 31 December 2005 and of the results and the cash flows of the Group and of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have not acted as auditors, as indicated in Note 14 to the financial statements, being financial statements that have been included in the consolidated financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to the consolidated financial statements and did not include any comment required to be made under Section 174(3) of the Act.

Ernst & Young Yong Voon KarAF: 0039 No. 1769/04/08Chartered Accountants Partner


pg36


Income Statements for the year ended 31 December 2005

Group Company2005 2004 2005 2004

Note RM’000 RM’000 RM’000 RM’000

Revenue 3 613,082 604,295 15,990 20,908 Cost of sales 4 (485,314) (455,830) - -

Gross profit 127,768 148,465 15,990 20,908 Other operating income 6,445 8,103 136 29 Selling and distribution expenses (38,215) (31,207) - -Administrative expenses (20,705) (19,960) (1,838) (1,658)Other operating expenses (88) (196) - -

Profit from operations 5 75,205 105,205 14,288 19,279 Other non-operating income/(expenses) 7 1,072 (1,694) 249 56 Finance costs 8 (6,080) (5,601) - -Share of results of associates 1,059 1,149 - -Share of results of a jointly controlled entity 98

130 - -

Profit before taxation 71,354 99,189 14,537 19,335 Taxation 9 (14,570) (22,666) (203) (1,072)

Profit after taxation 56,784 76,523 14,334 18,263 Minority interests 567 59 - -

Net profit for the year 57,351 76,582 14,334 18,263

Earnings per share (sen)

Basic 10 35.3 47.1

Diluted 10 35.3 47.1

Net dividends per share (sen) 11 15.12 9.40 15.12 9.40

The accompanying notes form an integral part of the financial statements.

pg37

ANNUAL REPORT 2005

Balance Sheetsas at 31 December 2005

Group Company2005 2004 2005 2004

Note RM’000 RM’000 RM’000 RM’000

NON-CURRENT ASSETS

Property, plant and equipment 12 351,695 345,493 1,447 1,495 Investment properties 13 19,953 19,953 - -Investment in subsidiaries 14 - - 160,763 160,703 Investment in associate 15 8,913 8,630 1,729 1,729 Investment in jointly controlled entity

16 3,102 3,036 - -

Other investments 17 8,726 9,194 3,180 2,960 Goodwill on consolidation 18 14,304 14,855 - -Logs purchase rights 19 16,438 19,204 - -Plantation development expenditure

20 1,697 729 - -

Deferred tax assets 31 8,572 10,108 - -

433,400 431,202 167,119 166,887

CURRENT ASSETS

Inventories 21 122,087 129,808 - -Receivables 22 288,864 272,355 65,345 63,571 Tax recoverable 4,241 5,954 - -Short term deposits with licensed financial institutions

23 21,119 23,537 8,037 11,063

Cash and bank balances 23 226,147 200,108 307 308

662,458 631,762 73,689 74,942

CURRENT LIABILITIES

Payables 24 55,478 55,200 59,443 49,351 Short term borrowings 25 147,098 147,814 - -Tax payable 3,315 4,065 51 38

205,891 207,079 59,494 49,389

NET CURRENT ASSETS 456,567 424,683 14,195 25,553

889,967 855,885 181,314 192,440


pg38


Balance Sheets (cont’d)as at 31 December 2005

Group Company2005 2004 2005 2004

Note RM’000 RM’000 RM’000 RM’000

FINANCED BY: Share capital 27 163,867 163,867 163,867 163,867Share premium 3,375 3,375 3,375 3,375 Treasury shares 27 (6,139) (5,238) (6,139) (5,238)Other reserves 28 (179) 292 400 400 Retained profits 29 649,014 616,248 19,785 30,036

Shareholders’ equity 809,938 778,544 181,288 192,440 Minority interests 19,021 19,548 - -

828,959 798,092 181,288 192,440

NON-CURRENT LIABILITIES Long term liabilities 30 22,207 20,760 - -Deferred tax liabilities 31 36,283 34,420 26 -Retirement benefit obligations 32 2,518 2,613 - -

61,008 57,793 26 -

889,967 855,885 181,314 192,440


pg39

ANNUAL REPORT 2005

Consolidated Statement of Changes In Equityfor the year ended 31 December 2005

Non-Distributable Distributable Share Capital

Share Premium

Treasury Shares

Other Reserves

Retained Profits Total

Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2004 163,867 20 (13,079) (492) 554,854 705,170

Net profit for the year - - - - 76,582 76,582 Foreign exchange

differences, representingnet gains not recognisedin the income statement - - - 784 - 784

Treasury shares: Purchase - - (2,698) - - (2,698)Sold - 3,355 10,539 - - 13,894

Dividends 11 - - - - (15,188) (15,188)

At 31 December 2004 163,867 3,375 (5,238) 292 616,248 778,544

Net profit for the year - - - - 57,351 57,351 Foreign exchange

differences, representing net gains not recognisedin the Income statement - - - (471) - (471)

Treasury shares:Purchase - - (901) - - (901)Dividends 11 - - - - (24,585) (24,585)

At 31 December 2005

163,867 3,375 (6,139) (179) 649,014

809,938


pg40


Company Statement of Changes In Equity for the year ended 31 December 2005

Non-Distributable Distributable Share Capital

Share Premium

Treasury Shares

Other Reserves

Retained Profits

Total

Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2004 163,867 20 (13,079) 400 26,961 178,169

Net profit for the year - - - - 18,263 18,263 Treasury shares:

Purchase - - (2,698) - - (2,698)Sold - 3,355 10,539 - - 13,894

Dividends 11 - - - - (15,188) (15,188)

At 31 December 2004 163,867 3,375 (5,238) 400 30,036 192,440 Net profit for the year - - - - 14,334 14,334 Treasury shares:

Purchase - - (901) - - (901)Dividends 11 - - - - (24,585) (24,585)

At 31 December 2005 163,867 3,375 (6,139) 400 19,785 181,288


pg41

ANNUAL REPORT 2005

Group Company2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 71,354 99,189 14,537 19,335

Adjustments for:Share of results in associate (1,059) (1,149) - - Share of results in jointly controlled entity (98) (130) - -Impairment losses on other investments 13 1,750 - - Pension costs-defined benefit plan - 207 - - Interest expense 6,080 5,601 - - Interest income (893) (794) (323) (430)Gross dividends (125) (345) (13,872) (18,722)Gain on disposal of other investments (931) (56) (12) (56)(Gain)/loss on disposal of property, plant and equipment (28) 40 - - Provision for doubtful debts 235 133 - - Inventories written off 729 389 - - Unrealised loss/(gain) on foreign exchange 26 (54) - - Depreciation 36,284 31,523 87 88 Amortisation of goodwill 551 551 - - Amortisation of logs purchase rights 2,766 2,784 - - Bad debt written off 119 63 - -

Operating profit before working capital changes 115,023 139,702 417 215

Changes in working capital:Inventories 6,992 (20,221) - - Receivables (16,823) (21,098) (1,774) 703 Payables (9,112) 6,748 728 (16,006)

Cash generated from/(used in) operations 96,080 105,131 (629) (15,088)Taxes paid (9,877) (7,014) (138) (11)Interest paid (5,232) (5,534) - - Interest received 231 - - - Payment of retirement benefit (92) - - -

Net cash generated from/(used in) operating activities 81,110 92,583 (767) (15,099)


Cash Flow Statementsfor the year ended 31 December 2005

pg42


Cash Flow Statements (cont’d)

for the year ended 31 December 2005

Group Company2005 2004 2005 2004

Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of additional shares in subsidiary - - (60) (1,900)Plantation development expenditure (881) (729) - - Proceeds from disposal of property, plant and equipment 290 1,244 - - Purchase of property, plant and equipment (38,482) (46,729) (39) (49)Purchase of other investments (342) (867) (342) (867)Interest received 638 794 323 430 Proceeds from disposal of other investments 1,728 759 134 759 Net dividend received from an associate 503 252 503 252 Net dividend received from other investments 99 325 94 69 Net dividend received from subsidiaries - - 13,249 18,401 Net cash (used in)/generated from investing activities (36,447) (44,951) 13,862 17,095

CASH FLOWS FROM FINANCING ACTIVITIES

(Repayment)/drawdown of trade financing facilities (1,706) 3,900 - - Drawdown of term loans 5,022 2,209 - - Dividends paid to the Company’s shareholders (15,221) (15,188) (15,221) (15,188)Dividends paid to minority shareholders - (257) - - Repayment of hire purchase (5,576) (2,624) - -Acquisition of treasury shares (901) (2,698) (901) (2,698)Interest paid (855) - - - Interest received 24 - - - Proceeds from the disposal of shares - 13,894 - 13,894

Net cash used in financing activities (19,213) (764) (16,122) (3,992)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 25,450 46,868 (3,027) (1,996)EFFECTS OF EXCHANGE RATE CHANGES (409) 718 - -CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 217,567 169,981 11,371 13,367 CASH AND CASH EQUIVALENTS AT END OF YEAR 23 242,608 217,567 8,344 11,371


pg43

ANNUAL REPORT 2005

1. CORPORATE INFORMATION The principal activities of the Company are investment holding and provision of management services. The

principal activities of the subsidiary and associated companies are described in Note 14 and 15 respectively, to the financial statements. There have been no significant changes in the nature of the principal activities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur.

The numbers of employees in the Group and in the Company at the end of the financial year were 4,137 (2004: 3,992) and 16 (2004: 17) respectively.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 27 April 2006.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation The financial statements of the Group and of the Company have been prepared under the historical

cost convention except for the revaluation of certain land and buildings included under property, plant and equipment.

The financial statements comply with the provisions of the Companies Act 1965 and applicable MASB Approved Accounting Standards in Malaysia.

(b) Basis of Consolidation

(i) Subsidiaries The consolidated financial statements include the financial statements of the Company and all

its subsidiaries. Subsidiaries are those companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities.

Subsidiaries are consolidated using the acquisition method of accounting except for certain subsidiaries which are consolidated using the merger method of accounting. Under the acquisition method of accounting, the results of subsidiary acquired or disposed of during the financial year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. The difference between the cost of an acquisition and the fair value of the Group’s share of the net assets of the acquired subsidiary at the date of acquisition is included in the consolidated balance sheet as goodwill or negative goodwill arising on consolidation.

Acquisition of subsidiaries which meet the criteria for merger are accounted for using merger accounting pinciples. When the merger method is used, the cost of investment in the Company’s book is recorded at the nominal value of shares issued and the difference between the carrying value of the investment and the nominal value of shares acquired is treated as merger reserve or merger deficit. The results of the companies being merged are included as if the merger had been effected throughout the current and previous financial years.

Notes to the Financial Statements 31 December 2005

pg44


Notes to the Financial Statements (cont’d)

31 December 2005

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(b) Basis of Consolidation (cont’d)

(i) Subsidiaries (cont’d) Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation

and the consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered.

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of its net assets together with any unamortised balance of goodwill and exchange differences.

Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of the identifiable assets and liabilities of the acquiree as at acquisition date and the minorities’ share of movements in the acquiree’s equity since then.

(ii) Associates Associates are those entities in which the Group exercises significant influence but not control,

through participation in the financial and operating policy decisions of the entities.

Investment in associates are accounted for in the consolidated financial statements by the equity method of accounting based on the audited or management financial statements of the associates. Under the equity method of accounting, the Group’s share of profits less losses of associates during the year is included in the consolidated income statement. The Group’s interest in associates is carried in the consolidated balance sheet at cost plus the Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.

Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.

(iii) Jointly Controlled Entity A jointly controlled entity is an entity in which the Group has joint control over its economic

activity established under a contractual arrangement.

Investment in jointly controlled entities are accounted for in the consolidated financial statements by the equity method of accounting based on the audited or management financial statements of the jointly controlled entities. Under the equity method of accounting, the Group’s share of profits less losses of jointly controlled entities during the year is included in the consolidated income statement. The Group’s interest in jointly controlled entities is carried in the consolidated balance sheet at cost plus the Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.

Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interest in the jointly controlled entities. Unrealised losses are eliminated unless cost cannot be recovered.

pg45

ANNUAL REPORT 2005


31 December 2005


(c) Goodwill Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of

the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition.

Goodwill is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(p). Goodwill arising on the acquisition of subsidiaries are presented separately in the balance sheet while goodwill arising on the acquisition of associates and jointly controlled entities is included within the respective carrying amount of these investments.

Goodwill arising from consolidation is amortised over a period of 40 years commencing 1 October 1986 or from the date of acquisition, if acquired thereafter.

(d) Investments in Subsidiaries, Associates and Jointly Controlled Entity The Company’s investments in subsidiaries, associates and jointly controlled entities are stated at cost less

impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(p).

On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement.

(e) Property, Plant and Equipment and Depreciation Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The

policy for the recognition and measurement of impairment losses is in accordance with Note 2(p).

Certain land and buildings are stated at valuation less impairment losses. These assets have not been revalued since they were first revalued in 1980 and 1996. The directors have not adopted a policy of regular revaluations of such assets. As permitted under the transitional provisions of IAS 16 (Revised): Property, Plant and Equipment, these assets continue to be stated at their 1980 and 1996 valuation less accumulated depreciation. Upon disposal of revalued assets, the attributable revaluation surplus remaining in the revaluation reserve is transferred to retained profits.

Freehold land and construction in progress are not depreciated. Leasehold land is depreciated over the period of the respective leases which range from 11 years to 99 years. Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life at the following annual rates:

Office lots 2%Freehold land and buildings 2% Factory buildings and improvements 3% - 10% Furniture, fittings, equipment, renovations and installations 5% - 20% Plant, machinery, moulds and loose tools 5% - 66 2/3% Motor vehicles 20% Roads and bridges 5%

pg46



(e) Property, Plant and Equipment and Depreciation (cont’d) Upon the disposal of an item of property, plant or equipment, the difference between the net disposal

proceeds and the net carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that item is taken directly to retained profits.

(f) Plantation Development Expenditure Plantation development expenditure is stated at cost.

New planting expenditure on land clearing and upkeep of trees up to maturity is capitalised under plantation development expenditure and is not amortised. Replanting expenditure is charged to the income statement in the year in which the expenditure is incurred.

(g) Investment Properties Investment properties consist of investments in land and buildings that are not substantially occupied

for use by, or in the operations, of the Group.

Investment properties are treated as long term investments and are stated at cost.

Upon the disposal of an investment property, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement.

(h) Inventories Inventories are stated at the lower of cost (determined on the weighted average basis) and net

realisable value. Cost of finished goods and work-in-progress includes direct materials, direct labour, other direct costs and appropriate production overheads. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.

Properties held for resale are stated at the lower of cost and net realisable value. Cost is determined on the specific identification basis and includes costs of land, construction and appropriate development overheads.

(i) Cash and Cash Equivalents For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and

at bank, deposit at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts.

(j) Leases A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and

rewards incident to ownership. All other leases are classified as operating leases.

(i) Finance lease Assets acquired by way of hire purchase or finance leases are stated at an amount equal

to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise, the Company’s incremental borrowing rate is used.


31 December 2005

pg47

ANNUAL REPORT 2005


31 December 2005


(j) Leases (cont’d)

(i) Finance lease (cont’d) Lease payments are apportioned between the finance costs and the reduction of the

outstanding liability. Finance costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired, are recognised as an expense in the income statement over the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipment as described in Note 2(e).

(ii) Operating lease Operating lease payments are recognised as an expense in the income statement on a

straight-line basis over the term of the relevant lease.

(k) Provision for Liabilities Provisions for liabilities are recognised when the Group has a present obligation as a result of a past

event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

(l) Income Tax Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is

the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and the carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

pg48



(m) Employee Benefits

(i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in

the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans As required by law, companies in Malaysia make contributions to the Employees Provident

Fund (“EPF”). The Group also contributes to EPF at 3% above the statutory rate for certain eligible senior employees. Some of the Group foreign subsidiaries make contributions to their respective countries’ statutory pension schemes. Such contributions are recognised as an expense in the income statement as incurred.

(iii) Retirement benefits Certain subsidiary company of the Group operates an unfunded defined benefit retirement

benefit scheme for certain of its eligible employees. Provision for the unfunded retirement benefit obligations is made in accordance with the terms stipulated in the Collective Agreement for all eligible employees. That benefit is discounted using the Projected Unit Credit Method in order to determine its present value. Actuarial gains and losses are recognised as income or expense over the expected average remaining working lives of the participating employees when the cumulative unrecognised actuarial gains or losses for the Plan exceed 10% of the higher of the present value of the defined benefit obligation and the fair value of plan assets. Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis over the average period until the amended benefits become vested.

The amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service cost. Any asset resulting from this calculation is limited to the net total of any unrecognised actuarial losses and past service cost, and the present value of any economic benefits in the form of refunds or reductions in future contributions to the plan.

(n) Revenue RecognitionRevenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably.

(i) Sale of goods Revenue relating to sale of goods is recognised net of sales taxes and discounts upon the

transfer of risks and rewards.


31 December 2005

pg49

ANNUAL REPORT 2005


31 December 2005


(n) Revenue Recognition (cont’d)

(ii) Development properties Revenue from sale of development properties is accounted for by the stage of completion

method in respect of all building units that have been sold. The stage of completion is determined by reference to the costs incurred to date to the total estimated costs where the outcome of the projects can be reliably estimated.

(iii) Revenue from services Revenue from services rendered is recognised net of service taxes and discounts as and

when the services are performed.

(iv) Interest income, rental income and management income Interest income, rental income and management income are recognised on a time proportion

basis that reflects the effective yield on the asset.

(v) Dividend income Dividend income is recognised when the right to receive payment is established.

(o) Foreign Currencies

(i) Foreign currency transactions Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of

exchange ruling at the date of the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at exchange rates ruling at that date. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated using the historical rate as of the date of acquisition and non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were determined.

(ii) Foreign entities All exchange rate differences are taken to the income statement.

Financial statements of foreign consolidated subsidiaries are translated at year end exchange rates with respect to the assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income statement. All resulting translation differences are recognised in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the Company and translated at the exchange rate ruling at the date of the transaction.

pg50



(o) Foreign Currencies (cont’d)

(ii) Foreign entities (cont’d)

The principal exchange rates used for each respective unit of foreign currency ruling at balance sheet date are as follows:

2005RM

2004 RM

Singapore Dollar 2.27 2.31United States Dollar 3.78 3.80Australian Dollar 2.77 2.96Swedish Francs 2.88 3.23Pound Sterling 6.51 7.23

(p) Impairment of Assets At each balance sheet date, the Group reviews the carrying amounts of its assets to determine

whether there is any indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.

(q) Financial Instruments Financial instruments are recognised in the balance sheet when the Group has become a party to the

contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions to holders of financial instruments classified as equity are recognised directly in equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

(i) Other Non-Current Investments (Quoted and Unquoted Investments) Non-current investments other than investments in subsidiaries, associates, jointly controlled

entities and investment properties are stated at cost less impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(p). On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statement.


31 December 2005

pg51

ANNUAL REPORT 2005


31 December 2005


(q) Financial Instruments (cont’d)

(ii) Receivables Receivables are carried at anticipated realisable values. Bad debts are written off when

identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.

(iii) Payables Payables are stated at cost which is the fair value of the consideration to be paid in the future

for goods and services received.

(iv) Interest-Bearing Borrowings Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received,

net of transaction costs.

Borrowing costs directly attributable to acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate which is the weighted average of the borrowing cost applicable to the Group’s borrowings that are outstanding during the year, other than borrowings made specifically for the purpose of acquiring another qualifying asset. For borrowings made specifically for the purpose of acquiring qualifying asset, the amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of funds drawdown from that borrowing facility.

All other borrowing costs are recognised as an expense in the income statement in the period in which they are incurred.

(v) Equity Instruments Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in

equity in the period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

The consideration paid, including attributable transaction costs on repurchased ordinary shares of the Company that have not been cancelled, are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in the income statement on the sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount is recognised in equity.

pg52



(q) Financial Instruments (cont’d)

(vi) Logs purchase rights This represents initial cost incurred in obtaining the exclusive rights to purchase the

merchantable timber logs from a company, having the right to fell extract and harvest merchantable timber logs from the concession area granted under a forest timber license.

Logs purchase rights are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement in proportion to timber resources in the concession area estimated by the directors based on an independent professional survey report. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(p).

3. REVENUE

Revenue of the Group and of the Company consists of the following:

Group Company 2005

RM’000 2004

RM’000 2005

RM’000 2004

RM’000

Sales of goods 610,880 575,424 - -Rendering of services 918 26,766 - - Sales of properties 159 980 - - Rental income 682 626 - -Dividend income 120 69 13,872 18,722Interest income 323 430 323 430Management fee income - - 1,795 1,756

613,082 604,295 15,990 20,908

4. COST OF SALES

Cost of sales represents cost of inventories sold, costs of services provided and cost of development properties sold.

5. PROFIT FROM OPERATIONS

Group Company 2005

RM’000 2004

RM’000 2005

RM’000 2004

RM’000

Profit from operations is stated after charging:Amortisation of goodwill 551 551 - - Amortisation of logs purchase rights 2,766 2,784 - - Auditors’ remuneration:- current 466 421 60 50- underprovision in prior year 31 - 10 -


31 December 2005

pg53

ANNUAL REPORT 2005


5. PROFIT FROM OPERATIONS (cont’d)

Group Company 2005

RM’000 2004

RM’000 2005

RM’000 2004

RM’000

Depreciation (Note 12) 36,284 31,523 87 88Directors’ remuneration (Note 6) 2,109 2,141 486 474Provision for doubtful debts 235 133 - -Bad debts written off 119 63 - -Rental of premises 688 688 - -Rental of equipment 750 574 - -Loss on disposal of property, plant and equipment 137 40 - -Inventories written off 729 389 - -Loss on foreign exchange- realised 57 14 - - - unrealised 26 - - - Management fee paid to third party 331 255 - - Staff costs (excluding Directors’ Remuneration):- wages, salaries and bonus 44,935 42,062 633 646- social security costs 355 392 5 4- pension costs

- defined contribution plan 3,667 3,507 78 81- defined benefit plan - 207 - -

- other staff related expenses 3,185 3,054 - -

Profit from operations is stated after crediting:

Gross dividends from:- subsidiaries - - 13,249 18,401- associate - - 503 252- third parties 5 276 120 69Management fees from: - subsidiaries - - 1,795 1,756- jointly controlled entity 237 326 - -Interest income 893 794 323 430Rental income from:- subsidiaries - - 29 29- third parties 113 126 - -Gain on disposal of property, plant and equipment 165 - - -Gain on foreign exchange- realised (trade) 198 355 - -- unrealised (trade) - 54 - -Car park income 994 937 - -Bad debt recovered 5 1 - -Provision for doubtful debts written back - 45 - -


31 December 2005

pg54


6. DIRECTORS’ REMUNERATION

Group Company 2005

RM’000 2004

RM’000 2005

RM’000 2004

RM’000

Directors of the Company

Executive:- salaries and allowances 533 522 245 246- bonus 100 80 70 80- fee 1 1 - -

634 603 315 326Non-Executive:- salaries and allowances 232 160 27 28- fees 227 203 144 120- benefits-in-kind 37 37 - -- pension cost

- defined contribution plan 9 - - -

505 400 171 148

Directors of subsidiaries

- salaries and allowances 594 734 - - - bonus 15 24 - - - fees 317 317 - - - benefits-in-kind 9 32 - - - pension cost

-defined contribution plan 35 31 - -

970 1,138 - -

Total 2,109 2,141 486 474


31 December 2005

pg55

ANNUAL REPORT 2005


31 December 2005

6. DIRECTORS’ REMUNERATION (cont’d)

The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed below:

2005 2004 Executive Directors

Non-Executive Directors

Executive Directors

Non-Executive Directors

Below RM50,000 - 3 - 3RM50,001 - RM100,000 - 1 - 1RM100,001 - RM150,000 - 1 - -RM150,001 - RM200,000 - - - -RM200,001 - RM250,000 - 1 - 1RM250,001 - RM300,000 - - - -RM300,001 - RM350,000 - - - -RM350,001 - RM400,000 - - - -RM400,001 - RM450,000 - - - -RM450,001 - RM500,000 - - - -RM500,001 - RM550,000 - - - -RM550,001 - RM600,000 - - - -RM600,001 - RM650,000 1 - 1 -

7. OTHER NON-OPERATING INCOME/(EXPENSES)

Group Company 2005

RM’000 2004

RM’000 2005RM’000

2004RM’000

Impairment losses on other investments (13) (1,750) - - Gain on disposal of other investments 931 56 12 56Realised gain on exchange difference 154 - 237 -

1,072 (1,694) 249 56

8. FINANCE COSTS

Group 2005RM’000

2004RM’000

Interest expense on:- term loans 286 85- bank overdrafts 2,336 2,620- hire purchase 120 127- trade financing facilities 3,338 2,769

6,080 5,601

pg56


9. TAXATION

Group Company 2005

RM’000 2004

RM’000 2005

RM’000 2004

RM’000

Tax expense for the year:- Malaysian income tax 10,291 11,899 182 1,426- Foreign tax 587 582 - -

10,878 12,481 182 1,426

Deferred tax (Note 31):- Relating to the origination and reversal of temporary differences 3,376 6,127 - -- Underprovision in prior year 23 6,039 26 -

3,399 12,166 26 -

(Over)/underprovided in prior years: - Malaysian income tax (12) (2,317) (5) (354)- Foreign tax - 14 - -

(12) (2,303) (5) (354)Share of taxation in associate 273 283 - -Share of taxation in jointly controlled entity 32 39 - -

305 322 - -

14,570 22,666 203 1,072

Domestic income is calculated at the Malaysian statutory tax rate of 28% (2004: 28%) of the estimated assessable profit for the year.

With effect from 1 January 2004, the corporate tax rates for companies with paid up capital of RM2.5 million and below at the beginning of the basis period for the year of assessment are as follows:

Chargeable income

First RM500,000 20%Amount exceeded RM500,000 28%

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.


31 December 2005

pg57

ANNUAL REPORT 2005


31 December 2005

9. TAXATION (cont’d)

A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and the Company is as follows:

2005 RM’000

2004 RM’000

Group

Profit before taxation 71,354 99,189

Taxation at Malaysian statutory rate of 28% (2004: 28%) 19,979 27,772Effect of different tax rates in other countries (240) (255)Tax incentive obtained from differential tax rate of 20% (214) (249)Income not subject to tax (5,411) (4,121)Expenses not deductible for tax purposes 6,302 6,836Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (1,950) (1,993)Utilisation of previously unrecognised unutilised reinvestment allowances (136) -Utilisation of current year’s reinvestment allowances (38) (461)Deferred tax assets recognised on unutilised reinvestment allowances - subsidiary (3,927) (723)Deferred tax assets not recognised/(recognised) 191 (123)Income from pioneer status not subject to tax - (7,795)Underprovision of deferred tax in prior years- subsidiaries 23 6,039Overprovision of income tax in prior years (12) (2,303)Others 3 42

Tax expense for the year 14,570 22,666

Company

Profit before taxation 14,537 19,335

Taxation at Malaysian statutory rate of 28% (2004: 28%) 4,070 5,413Income not subject to tax (3,928) (4,022)Expenses not deductible for tax purposes 40 66Utilisation of previously unrecognised unabsorbed capital allowances - (40)Deferred tax assets not recognised - 9Underprovided of deferred tax liability in prior years 26 -Overprovided in prior years (5) (354)

Tax expense for the year 203 1,072

pg58


9. TAXATION (cont’d)

Group 2005

RM’000 2004

RM’000

Tax savings recognised during the year arising from:Utilisation of tax losses brought forward from previous years 171 265Unutilised tax losses carried forward 8,297 9,815Utilisation of current year unabsorbed capital allowances - 860Unabsorbed capital allowances carried forward 349 5,609

10. EARNINGS PER SHARE

(a) Basic Basic earnings per share is calculated by dividing the net profit for the year by the weighted average

number of ordinary shares in issue during the financial year, excluding treasury shares held by the Company.

Group 2005 2004

Net profit for the year (RM’000) 57,351 76,582Weighted average number of ordinary shares in issue (‘000) 162,561 162,752Basic earnings per share (sen) 35.3 47.1

(b) Diluted For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted

average number of ordinary shares in issue during the financial year have been adjusted for the effects of dilutive potential ordinary shares from conversion of the share options. The adjusted weighted average number of ordinary shares is the weighted average number of ordinary shares in issue during the financial year plus the weighted average number of ordinary shares which would be issued on the conversion of the outstanding share options into ordinary shares. The share options are deemed to have been converted into ordinary shares on the first day of the financial year, or on the date granted if later, and the number of shares repurchased and held as treasury shares have been excluded from the number of shares in issue.

Group 2005 2004

Net profit for the year (RM’000) 57,351 76,582Weighted average number of ordinary shares in issue (’000) 162,561 162,752Adjustment for share options (’000) - - *Adjusted weighted average number of ordinary shares in issue and issuable (’000) 162,561 162,752Diluted earnings per share (sen) 35.3 47.1

* The number of share options is not taken into account in the computation of diluted earnings per share because its effects on the basic earnings per share is anti-dilutive.


31 December 2005

pg59

ANNUAL REPORT 2005


31 December 2005

11. DIVIDENDS

Group / Company

Amount Net dividends per share 2005

RM’000 2004

RM’000 2005 sen

2004 sen

In respect of the financial year ended 31 December 2004 as reported in the directors’ report of that year:

Final dividend of 8% less 28% taxation, paid on 13 August 2004 (5.76 sen net per share) - 9,329 - 5.80

First tax exempt interim dividend of 3.6%, paid on 29 November 2004 (3.60 sen net per share) - 5,859 - 3.60

Second tax exempt interim dividend of 3.6%, paid on 27 May 2005 (3.6 sen net per share) 5,855 - 3.60 -

Final tax exempt dividend of 5.76% paid on 28 September 2005 (5.76 sen net per share) 9,366 - 5.76 -

In respect of the financial year ended 31 December 2005 :

Interim tax exempt dividend of 5.76%, paid on 24 February 2006 (5.76 sen net per share) 9,364 - 5.76 -

24,585 15,188 15.12 9.40

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2005 of 4.55% tax exempt dividend on 163,866,527 ordinary shares less shares bought back and held as treasury shares, amounting to a total dividend payable of RM7,396,527 (4.55 sen net per share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained profits in the financial year ending 31 December 2006.

pg60


12. PROPERTY, PLANT AND EQUIPMENT

Group

Cost/Valuation

1 January2005

RM’000AdditionsRM’000

Writtenoff/

DisposalsRM’000

ExchangereserveRM’000

Reclassi-ficationRM’000

31 December2005

RM’000

Freehold land - at cost - at valuation, 1980 - at valuation, 1996

2,395685

8,401

217--

---

---

---

2,612685

8,401

Long term leasehold landand buildings - at cost - at valuation, 1996

545332

22-

--

--

--

567332

Short term leasehold land and buildings - at cost - at valuation, 1996

8,71114,868

33-

--

--

--

8,74414,868

Office lots (long term) 4,132 - - - - 4,132

Freehold land and buildings 7,596 - - (127) - 7,469

Factory buildings and improvements - at cost - at valuation, 1980

100,22935,465

4,744-

--

--

156-

105,12935,465

Furniture, fittings, equipment, renovations and installations 13,813 1,225 (567) (15) - 14,456

Plant, machinery, moulds and loose tools 282,836 16,878 (1,184) (13) 41,959 340,476

Motor vehicles 12,276 739 (740) (29) 59 12,305

Road and bridges 132,691 11,703 - - 1,567 145,961

Construction in progress 42,475 7,332 - - (43,741) 6,066

667,450 42,893 (2,491) (184) - 707,668


31 December 2005

pg61

ANNUAL REPORT 2005


31 December 2005

12. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Group

Accumulated Depreciation and Impairment Losses

1 January2005

RM’000

Depreciation Charge for the year RM’000

Capitalised in plantation

development cost

RM’000

Written off/

Disposals RM’000

Exchange reserve RM’000

Reclassi- fication RM’000

31 December 2005

RM’000

Long term leasehold land and buildings - at cost 94 8 - - - - 102

Short term leasehold land and buildings - at cost - at valuation, 1996

4,974 3,394

465 382

- -

- -

- -

- -

5,439 3,776

Office lots (long term) 1,282 82 - - - - 1,364

Freehold land and buildings 4,153 383 - - (83) - 4,453

Factory buildings and improvements - at cost - at valuation, 1980

24,727 10,759

3,127 1,082

- -

- -

- -

- -

27,854 11,841

Furniture, fittings, equipment, renovations and installations 10,162 1,265 2 (558) (10) - 10,861

Plant, machinery, moulds and loose tools 187,174 20,400 5 (1,178) (10) - 206,391

Motor vehicles 9,364 921 62 (493) (16) - 9,838

Road and bridges 65,859 8,154 11 - - - 74,024

Construction in progress 15 15 - - - - 30

321,957 36,284 80 (2,229) (119) - 355,973

pg62



Group

AccumulatedDepreciation

Details at 1 January

2004 RM’000

Net Book Value CostDetails at 1 January

2004 RM’000

At 31 December

2005 RM’000

At 31 December

2004 RM’000

Depreciation charge

for 2004 RM’000

Freehold land - at cost 2,612 2,395 2,395 - - - at valuation, 1980 685 685 685 - - - at valuation, 1996 8,401 8,401 8,401 - -

Long term leasehold land and buildings - at cost 465 451 510 90 3 - at valuation, 1996 332 332 332 - -

Short term leasehold land and buildings - at cost 3,305 3,737 8,711 4,507 467 - at valuation, 1996 11,092 11,474 14,868 3,011 383

Office lots (long term) 2,768 2,850 4,132 1,200 82

Freehold land and buildings 3,016 3,443 7,382 3,624 391

Factory buildings and improvements - at cost 77,275 75,502 92,247 21,771 2,976 - at valuation, 1980 23,624 24,706 35,465 9,691 1,080

Furniture, fittings, equipment, renovations and installations 3,595 3,651 13,048 9,233 1,377

Plant, machinery, moulds and loose tools 134,085 95,662 268,734 171,858 16,203

Motor vehicles 2,467 2,912 11,918 9,378 1,025

Road and bridges 71,937 66,832 123,402 58,338 7,521

Construction in progress 6,036 42,460 8,932 - 15

351,695 345,493 601,162 292,701 31,523


31 December 2005

pg63

ANNUAL REPORT 2005


31 December 2005


Office Lots RM’000

Furniture Fittings,

Equipment and

Installations RM’000

Office Renovation

RM’000

Motor Vehicles RM’000

Total RM’000

Company

CostAt 1 January 2005 2,058 424 237 721 3,440Additions - 30 9 - 39

At 31 December 2005 2,058 454 246 721 3,479

Accumulated Depreciation and Impairment LossesAt 1 January 2005 733 293 198 721 1,945Depreciation charge for the year (Note 5) 41 26 20 - 87

At 31 December 2005 774 319 218 721 2,032

Net Book Value

At 31 December 2005 1,284 135 28 - 1,447

At 31 December 2004 1,325 131 39 - 1,495

Cost 2,058 377 235 721 3,391Accumulated depreciation 692 270 174 721 1,857

Depreciation charge for 2004 (Note 5) 41 23 24 - 88

pg64



Certain freehold land, factory buildings, improvements and renovation of certain subsidiary companies were revalued in 1980 and 1996 based on independent professional valuation using the ‘Market Data Approach’, ‘Cost Approach’ and ‘Open Market Value’ basis. These assets have continued to be stated on the basis of their 1980 and 1996 valuations.

The net book value of assets stated at valuation had they been stated at cost would have been RM21,233,000 (2004: RM22,297,000) in respect of the Group.

Property, plant and equipment with carrying value of RM193,984,000 (2004: RM190,026,000) have been pledged to licensed banks for credit facilities as stated in Note 25 and Note 30 to the financial statements.

During the financial year, the Group and the Company acquired property, plant and equipment at aggregate costs of RM42,893,000 (2004: RM69,774,000) and RM39,000 (2004: RM49,000) respectively of which RM4,411,000 (2004: RM23,045,000) and Nil (2004: Nil) respectively were acquired by means of hire purchase arrangements. Net book values of property, plant & equipment held under hire purchase arrangements amounting to RM34,907,000 (2004: RM27,349,000) for the Group.

13. INVESTMENT PROPERTIES

Group 2005

RM’000 2004

RM’000At cost:

At 1 January/31 December 19,953 19,953

Investment properties of the Group pledged to financial institutions for bank borrowings as referred to in Note 25 amounted to RM2,194,926 (2004: RM2,194,926).

14. INVESTMENT IN SUBSIDIARIES

Company 2005

RM’000 2004

RM’000

Unquoted shares, at cost 166,445 166,385Less : Accumulated impairment losses (5,682) (5,682)

160,763 160,703


31 December 2005

pg65

ANNUAL REPORT 2005


31 December 2005

14. INVESTMENT IN SUBSIDIARIES (cont’d)

Details of the subsidiaries are as follows:

Name of Subsidiaries

Equity Interest Held (%)

Principal Activities 2005 2004

Incorporated in Malaysia (except as identified):

Cairnfield Sdn. Bhd. 100.00 100.00 Manufacture and sale of veneer, plywood, sawn timber and timber logs

Central Mercantile Corporation (S) Ltd.* (Incorporated in Singapore)

100.00 100.00 Trading in tapes, foil and papers

Dusun Nyiur Sdn. Bhd. 100.00 100.00 Property investment and car park operation

First Count Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs

Gopoint Sdn. Bhd. 100.00 100.00 Manufacture and sale of sawn timber

Kuching Plywood Bhd. 100.00 100.00 Manufacture and sale of plywood and sawn timber

Limpah Mewah Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs

Loytape Industries Sdn. Bhd. 100.00 100.00 Manufacture and sale of adhesive and gummed tapes and investment holding

Ninjas Development Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs

Piramid Intan Sdn. Bhd. 100.00 100.00 Purchase and sale of timber logs

Samanda Equities Sdn. Bhd. 100.00 100.00 Investment holding and property rental

Samanda Trading Sdn. Bhd. 100.00 100.00 Trading of adhesive and gummed tapes and packaging related products

Sanitama Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs

Sarawak Moulding Industries Berhad 100.00 100.00 Manufacture, purchase and sale of sawn timber

pg66






Incorporated in Malaysia (except as identified):

Song Logging Company Sendirian Berhad

100.00 100.00 Sawmilling extraction, sale of timber logs and sawn timber

Sut Sawmill (3064) Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs

Woodbanks Industries (M) Sdn. Bhd. 100.00 100.00 Manufacture and sale of sawn timber

Winning Plantation Sdn. Bhd. (formerly known as Winning Properties Sdn. Bhd.)

100.00 100.00 Investment holding

W T K Heli-Logging Sdn. Bhd. 100.00 100.00 Logging contractor and operation of barge

Samanda Marketing & Sales Sdn. Bhd. 87.55 87.55 Renting of property, plant and equipment and trading of adhesive tapes

General Aluminium Works (M) Sdn. Bhd. 87.15 87.15 Conversion of aluminium foils, flexible packaging, metallized and electrostatic discharge products

Central Mercantile Corporation (M) Sdn. Bhd.

85.00 85.00 Investment holding and property rental

Samanda Marketing Corporation Sdn. Bhd. 85.00 85.00 Property rental

Zapstat Sdn. Bhd. 61.00 61.00 Trading in electrostatic discharge products

Immense Fleet Sdn. Bhd. 100.00 100.00 Reforestation and the planting and management of an oil palm plantation

GAW Marketing Sdn. Bhd. (formerly known as Foil Converter & Printing Sdn. Bhd.)

87.15 87.15 Ceased operations


31 December 2005

pg67

ANNUAL REPORT 2005


31 December 2005





General Gomma (M) Sdn. Bhd. 69.64 69.64 Ceased operations

QPA Sdn. Bhd. 55.56 55.56 Ceased operations

Flexitronics Packaging Corporation Berhad

100.00 100.00 Dormant

Loytape Manufacturing Sdn. Bhd. 100.00 100.00 Dormant

Splendid Trend Sdn. Bhd. 100.00 100.00 Dormant

WTK-YINK Heli Harvesting Sdn. Bhd. 100.00 100.00 Dormant

Biogreen Success Sdn. Bhd. 60.00 - Dormant

* Not audited by Ernst & Young

(a) Acquisition of subsidiaries On 29 December 2005, the Company acquired 100% equity interest in Biogreen Success Sdn. Bhd.

(“BSSB”) for a cash consideration of RM2. BSSB had on 31 December 2005, increased its share capital from RM2 to RM100,000, of which the Company has subscribed for 59,998 new ordinary shares of RM1.00 each for a cash consideration of RM59,998 resulting in the reduction of the Company’s interest in BSSB to 60%.

15. INVESTMENT IN ASSOCIATE

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Unquoted shares, at cost 1,729 1,729 1,729 1,729Share of post acquisition reserves 7,184 6,901 - -

8,913 8,630 1,729 1,729

Represented by:Share of net assets 8,581 8,298Goodwill on acquisition 332 332

8,913 8,630

pg68


15. INVESTMENT IN ASSOCIATE (cont’d)

Shares of post acquisition profits and reserves retained are as follows:

Group 2005

RM’000 2004

RM’000

Share of operating profits 1,059 1,149Taxation (273) (283)

786 866Dividends paid (503) (252)

283 614Retained profits at beginning of the year 6,901 6,287

7,184 6,901 Details of the associate are as follows:

Name of Associate



Incorporated in Malaysia

Central Elastic Corporation Sdn. Bhd. 29.88 29.88 Manufacture and sale of rubber and elastic products

16. INVESTMENT IN JOINTLY CONTROLLED ENTITY

Group 2005

RM’000 2004

RM,000

Unquoted shares, at cost 2,226 2,226Share of post acquisition reserves 876 810

3,102 3,036Represented by:Share of net tangible assets 3,016 2,950Goodwill on acquisition 86 86

3,102 3,036

Details of the jointly controlled entity are as follows:

Name of Jointly Controlled Entity



Incorporated in Malaysia

TANN-GAW (M) Sdn. Bhd. 50.00 50.00 Perforation of cigarette tipping papers


31 December 2005

pg69

ANNUAL REPORT 2005


31 December 2005

16. INVESTMENT IN JOINTLY CONTROLLED ENTITY (cont’d)

The Group’s aggregate share of the assets, liabilities, income and expenses of the jointly controlled entity is as follow:

Group 2005

RM’000 2004

RM,000

Current assets 1,469 2,244Non-current assets 2,280 2,349Current liabilities (698) (1,446)Non-current liabilities (35) (197)

Net assets 3,016 2,950

Revenue 3,927 4,834

Expenses (3,861) (4,743)

17. OTHER INVESTMENTS

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Unquoted shares, at cost 17,566 20,334 - -Less : Accumulated impairment losses (12,181) (14,277) - -

5,385 6,057 - -

Quoted shares, at cost 4,100 3,900 3,180 2,960Less : Accumulated impairment losses (759) (763) - -

3,341 3,137 3,180 2,960

8,726 9,194 3,180 2,960

Market value of quoted shares 2,706 2,982 1,765 2,511

The directors regard the impairment losses of quoted investments of the Group amounting to approximately RM635,000 (2004: RM155,000) in the current financial year is temporary in nature as the investee’s net tangible assets exceeds the current carrying value of the investment.

pg70


18. GOODWILL ON CONSOLIDATION

Group 2005

RM’000 2004

RM’000

At 1 January 14,855 15,406 Less : Amortisation charge for the financial year (551) (551)

At 31 December 14,304 14,855

19. LOGS PURCHASE RIGHTS

Group 2005

RM’000 2004

RM’000

At 1 January 19,204 21,988Less : Amortisation charge for the financial year (2,766) (2,784)

At 31 December 16,438 19,204

20. PLANTATION DEVELOPMENT EXPENDITURE

Group 2005

RM’000 2004

RM,000

At 1 January 729 -Cost incurred during the year 968 729

At 31 December 1,697 729

Included in plantation development costs incurred during the financial year are:

Group 2005

RM’000 2004

RM,000

Hire purchase interest expense 4 2Depreciation of property,plant and equipment (Note 12) 80 28Bank interest 3 -


31 December 2005

pg71

ANNUAL REPORT 2005


31 December 2005

21. INVENTORIES

Group 2005

RM’000 2004

RM’000

At cost: Finished goods 75,702 78,937 Work-in-progress 8,669 5,589 Raw materials 22,955 29,964Consumable inventories 11,701 11,398 Materials in transit 1,136 1,887 Completed properties 1,924 2,033

122,087 129,808

22. RECEIVABLES

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Trade receivables 222,600 209,691 - -Less: Provision for doubtful debts (1,476) (1,440) - -

221,124 208,251 - -

Other receivables: Sundry receivables 40,896 41,924 7,458 7,544Deposits and prepayments 30,029 25,079 1,207 1,313Less: Provision for doubtful debts (3,609) (3,636) (454) (454)

67,316 63,367 8,211 8,403

Due from subsidiaries - - 57,134 55,168Due from jointly controlled entity 424 737 - -

288,864 272,355 65,345 63,571

The Group’s normal trade credit terms ranges from 30 to 90 days. Other credit terms are assessed and approved on a case-by-case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor

or to groups of debtors.

The amounts due from subsidiaries and jointly controlled entity are unsecured, interest-free and have no fixed terms of repayment.

pg72


23. CASH AND CASH EQUIVALENTS

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Cash on hand and at bank 226,147 200,108 307 308Short term deposits with licensed financial institutions 21,119 23,537 8,037 11,063Cash and bank balances 247,266 223,645 8,344 11,371Less: Bank overdrafts (Note 25) (4,658) (6,078) - -

242,608 217,567 8,344 11,371

The range of interest rates during the financial year for deposits were as follows:

Group Company2005

%2004

% 2005

% 2004

%

Licensed financial institutions 2.60 - 3.70 2.60 - 3.70 2.60 - 3.70 2.60 - 3.70

The range of maturity days of deposits as at the end of the financial year were as follows:

Group Company2005Days

2004Days

2005Days

2004Days

Licensed financial institutions 1 - 365 1 - 365 1 - 365 1 - 365

24. PAYABLES

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Trade payables 31,345 39,183 - -

Other payables: Accruals 8,610 8,540 204 170Sundry payables 5,964 7,222 2,195 2,104Dividend payable 9,364 - 9,364 -

23,938 15,762 11,763 2,274


31 December 2005

pg73

ANNUAL REPORT 2005

24. PAYABLES (cont’d)

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Due to directors 195 255 - -Due to subsidiaries - - 47,680 47,077

195 255 47,680 47,077

55,478 55,200 59,443 49,351

The amounts due to subsidiaries and directors are unsecured, interest-free and have no fixed terms of repayment.

25. BORROWINGS

Group 2005

RM’000 2004

RM’000

Short Term Borrowings

Secured: Bank overdrafts 4,259 4,008Term loans 2,696 1,216Trade financing facilities 56,025 59,276Hire purchase (Note 26) 6,214 5,097

69,194 69,597

Unsecured:Bank overdrafts 399 2,070Term loans 297 484Trade financing facilities 77,208 75,663

77,904 78,217

147,098 147,814


31 December 2005

pg74


25. BORROWINGS (cont’d)

Group 2005

RM’000 2004

RM’000

Long Term Borrowings

Secured:Term loans (Note 30) 7,497 3,509Hire purchase (Note 26, 30) 14,334 16,616

21,831 20,125Unsecured:Term loans (Note 30) - 259

21,831 20,384

Total Borrowings

Bank overdrafts (Note 23) 4,658 6,078Term loans 10,490 5,468Trade financing facilities 133,233 134,939Hire purchase (Note 26) 20,548 21,713

168,929 168,198

Maturity of borrowings (excluding hire purchase):Within one year 140,884 142,717More than 1 year and less than 5 years 7,497 3,768

148,381 146,485

The range of interest rates during the financial year for borrowings, excluding hire purchase payables, were as follows:

Group 2005

% 2004

%

Bank overdrafts 7.25 - 8.50 6.40 - 8.50Term loans 5.45 - 7.50 7.50 - 8.00Trade financing facilities 2.78 - 4.45 2.90 - 4.85


31 December 2005

pg75

ANNUAL REPORT 2005


31 December 2005

25. BORROWINGS (cont’d)

The secured bank overdrafts and trade financing facilities of the Group are secured by certain assets of the Group as disclosed in Note 12. The term loans are secured by the following:

(a) Registered charge over the property, plant and equipment of certain subsidiaries as disclosed in Note 12;

(b) Registered charge over the investment properties of a subsidiary as disclosed in Note 13;

(c) Debenture by way of a fixed and floating charge on the assets of certain subsidiaries; and Corporate guarantee by the Company.

26. HIRE PURCHASE

Group 2005

RM’000 2004

RM’000

Minimum lease payments:Not later than 1 year 7,269 6,051Later than 1 year and not later than 5 years 16,915 19,902

24,184 25,953Less: Future finance charges (3,636) (4,240)

Present value of finance lease liabilities 20,548 21,713

Present value of finance lease liabilities:Not later than 1 year 6,214 5,097Later than 1 year and not later than 5 years 14,334 16,616

20,548 21,713

Group 2005

RM’000 2004

RM’000

Analysed as:Due within 12 months (Note 25) 6,214 5,097Due after 12 months (Note 25) 14,334 16,616

20,548 21,713 The hire purchase bore interest at the balance sheet date of between 3.00% to 5.20% (2004: 3.11% to 5.20%) per

annum.

pg76


27. SHARE CAPITAL

Number of OrdinaryShare of RM1 each Amount2005’000

2004’000

2005RM’000

2004RM’000

Authorised:At 1 January/31 December 1,000,000 1,000,000 1,000,000 1,000,000

Issued and fully paid:At 1 January/31 December 163,867 163,867 163,867 163,867

Employees’ Share Options Scheme (“ESOS”)

The Company’s Employees’ Share Options Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on 28 April 2000.

The main features of the ESOS are as follows:

(a) The maximum amount of ordinary shares of RM1 each in the Company which may be subscribed on the exercise of the ESOS shall not exceed in aggregate 10% of the total issued and paid-up share capital of the Company at any point of time during the existence of the ESOS.

(b) Eligible employees and executive directors of the Group with at least one year of service shall be eligible to participate in the ESOS.

(c) The maximum allowable allotment that may be offered to eligible employees and full time executive directors under the ESOS ranges from 4,000 to 500,000 ordinary shares.

(d) The option price shall be average of the mean market quotation of the shares as quoted and shown in the Daily Official List issued by Bursa Malaysia Securities Berhad for the 5 market days immediately preceding the date of the offer or the par value of the shares of the Company, whichever is higher, provided always that the exercise price of such options is allowed to be set at a discount of not more than 10% from the set price at the date the option is granted.

(e) An option shall be capable of being exercised during the option period starting from the date at which a written offer from the ESOS committee to any eligible employee or such later date as determined by the ESOS committee. The ESOS commenced on 24 July 2000 and was in force for a period of five years.

The ESOS expired and lapsed on 23 July 2005. The movement in the Company’s unissued shares under the ESOS up to the date of expiry:-

Number of Options to Subscribe for Ordinary Shares

As at1.1.2005 Granted Lapsed

As at23.07.2005(Expiry Date)

13,887,000 - (13,887,000) -


31 December 2005

pg77

ANNUAL REPORT 2005


31 December 2005

27. SHARE CAPITAL (cont’d)

Treasury Shares

At the Annual General Meeting held on 29 June 2005, the Company obtained a renewal of mandate to purchase its own shares on the Bursa Malaysia Securities Berhad.

During the financial year, the Company purchased a total of 190,500 of its issued ordinary shares of RM1 each from the open market for a total cost of RM900,641. The repurchases were financed by the Company’s internal funds.

As at 31 December 2005, the Company held a total of 1,305,500 treasury shares at a carrying amount of RM6,138,858. Subsequent to 31 December 2005 and up to 17 April 2006, the Company repurchased a further 5,000 shares at an average price of RM4.22 amounting to a total cost of RM21,257.

The directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.

The monthly breakdown of shares bought back for the financial year ended 31 December 2005 were as follows:

Purchase Price AverageNo. of Per Share Price Share Total

Ordinary Shares

Lowest RM

Highest RM

Per Share RM

PremiumRM

Cost RM

Treasury shares

Balance b/f (Net of shares re-sold) 1,115,000 - - - - 5,238,217

Shares bought back during the year:MonthJanuary - - - - - -February - - - - - -March 20,000 5.45 5.45 5.45 - 109,480April 80,500 5.20 5.40 5.33 - 431,431May - - - - - -June 15,000 4.36 4.54 4.43 - 67,013July 35,000 4.38 4.40 4.38 - 154,207August - - - - - -September 40,000 3.42 3.48 3.44 - 138,510October - - - - - -November - - - - - -December - - - - - -

TOTAL 190,500 900,641

Balance c/f (Net of shares re-sold) 1,305,500 6,138,858

There has been no resale of treasury shares or cancellation of shares bought back during the financial year.

pg78


28. OTHER RESERVES (Non-Distributable)

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Foreign exchange (179) 292 - -Capital reserve - - 400 400

(179) 292 400 400

The movements in each category of reserve were as follows:

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Foreign Exchange ReservesAt 1 January 292 (492) - -Arising in the year (471) 784 - -

At 31 December (179) 292 - -

Capital reserveAt 1 January/31 December - - 400 400

29. RETAINED PROFITS

As at the balance sheet date, the Company has tax exempt account balance available for distribution of tax exempt dividends of approximately RM45,720,000 (2004: RM49,528,000) and tax credit under Section 108 of the Income Tax Act 1967 to frank the payment of dividends amounting to RM5,155,000 (2004: RM4,793,000) out of its retained profits. Any dividends paid in excess of the above amounts will attract taxation at the prevailing statutory tax rate.


31 December 2005

pg79

ANNUAL REPORT 2005


31 December 2005

30. LONG TERM LIABILITIES

Group 2005

RM’000 2004

RM’000

Long term borrowings

Secured: Term loans (Note 25) 7,497 3,509Hire purchase (Note 25, 26) 14,334 16,616

21,831 20,125Unsecured:Term loans (Note 25) - 259

Amount owing to an associated investor of a subsidiary company 376 376

22,207 20,760

31. DEFERRED TAXATION

Group 2005

RM’000 2004

RM’000

At 1 January 24,312 12,146Recognised in the income statement (Note 9) 3,399 12,166

At 31 December 27,711 24,312

Presented after appropriate offsetting as follows:

Deferred tax assets (8,572) (10,108)Deferred tax liabilities 36,283 34,420

27,711 24,312

Company

2005RM’000

2004RM’000

At 1 January - -Recognised in the income statement (Note 9) 26 -

At 31 December 26 -

pg80


31. DEFERRED TAXATION (cont’d)

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred tax liabilities of the Group:

At 1.1.2005 RM’000

Recognised in the

income statement RM’000

At 31.12.2005

RM’000

Accelerated capital allowances 21,663 3,729 25,392Deferred tax on business combinations 12,449 (17) 12,432Others 4,907 2,003 6,910

39,019 5,715 44,734

Deferred tax assets of the Group:

At 1.1.2005 RM’000

Recognised in the

income statement RM’000

At 31.12.2005

RM’000

Retirement benefit obligations (691) 25 (666)Unutilised capital allowances and reinvestment allowances (1,461) (1,233) (2,694)Provision for doubtful debts (75) (12) (87)Unabsorbed capital allowances under pioneer business (12,401) (1,168) (13,569)Others (79) 72 (7)

(14,707) (2,316) (17,023)

Deferred tax assets have not been recognised in respect of the following items:

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Unabsorbed capital allowances 349 5,609 - 91Unabsorbed tax losses 8,297 9,815 - -Unabsorbed reinvestment allowances 2,692 3,119 - -

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of the respective subsidiaries under Section 44(5A) and 5(B) of Income Tax Act, 1967.


31 December 2005

pg81

ANNUAL REPORT 2005


31 December 2005

32. RETIREMENT BENEFIT OBLIGATIONS

Certain subsidiary of the Group operates an unfunded defined benefit plan for its eligible employees in accordance with the terms and conditions of employment between the subsidiary and its employees.

The amounts recognised in the balance sheet are determined as follows:

Group 2005

RM’000 2004

RM’000

Present value of unfunded defined benefit obligations 2,518 2,613

Analysed as:

Current:Within 1 year - -

Non-current:Later than 1 year but not later than 2 years 129 30Later than 2 years but not later than 5 years 644 700Later than 5 years 1,745 1,883

2,518 2,613

2,518 2,613

The amounts recognised in the income statement are as follows:

Current service cost - 49Interest cost - 158

Total, included in staff cost - 207

Movements in the net liability in the current year were as follows: At 1 January 2,613 2,401Effects of foreign exchange (3) 5Current year’s provision - 207

2,610 2,613Paid during the year (92) -

At 31 December 2,518 2,613

pg82


32. RETIREMENT BENEFIT OBLIGATIONS (cont’d) Principal actuarial assumptions used:

Group 2005

% 2004

%

Discount rate 7.00 7.00Expected rate of salary increases 3.75 3.75

33. SIGNIFICANT RELATED PARTY TRANSACTIONS

Group

Note 2005

Amount outstanding

as at 31.12.05 2004

Amount outstanding

as at 31.12.04

RM’000 RM’000 RM’000 RM’000

Log sales:Linshanhao Plywood (Sarawak) Sdn. Bhd.

a 13,055 12,367 9,217 15,237

Sawn timber sales:W T K Trading Sdn. Bhd. b 572 - 788 -

Purchase of logs:Harbour-View Realty Sdn. Bhd. c 14,888 4,918 11,126 7,415 Jati Bahagia Sdn. Bhd. d 18,226 2,353 24,110 4,236 Sentiaya Sdn. Bhd. e - - 889 - Protection Gloves Sdn. Bhd. f 4,466 5,688 4,224 4,515 Hung Ling Sawmill Sdn. Bhd. g 4,681 4,981 3,175 4,271 Faedah Mulia Sdn. Bhd. h 38,692 3,098 50,232 1,953 Sabal Sawmill Sdn. Bhd. i 2,590 632 1,764 298W T K Realty Sdn. Bhd. j 445 4,085 1,450 -Harvard Rank Sdn. Bhd. k 11,304 2,850 5,111 332 Lee Ling Enterprise Sdn. Bhd. l 417 80 472 18 Trumac Industries Sdn. Bhd. m 5,935 841 3,225 281 Oxford Empire Sdn. Bhd. n - - 117 3,887 Harvard League Sdn Bhd o 6,735 - 46 2,592 WTK Reforestation Sdn Bhd p 299 - - -

108,678 29,526 105,941 29,798


31 December 2005

pg83

ANNUAL REPORT 2005

33. SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)

Group

Note 2005

Amount outstanding

as at 31.12.05 2004

Amount outstanding

as at 31.12.04

RM’000 RM’000 RM’000 RM’000

Literage and freight:Ocarina Development Sdn. Bhd. q 961 19 1,248 725Syarikat Kalulong Sdn. Bhd. r 591 155 239 89W T K Realty Sdn. Bhd. j 4,803 - 4,456 2,654

6,355 174 5,943 3,468

Purchase of spare parts:W T K Enterprises Sdn. Bhd. s 3,615 126 3,999 3,376

Purchase of frozen food:Sing Chew Coldstorage Sdn. Bhd. t 2,014 26 3,629 351

Purchase of hardware and lubricants:W T K Trading Sdn. Bhd. b 16,085 1,248 14,336 1,363

Contract fees paid in relation to logging operations:Beststart (M) Sdn. Bhd. u 8,012 - 300 167 Systematic Logging Sdn. Bhd. v 3,166 646 2,826 561United Agencies Sdn. Bhd. w 4,606 8 6,438 103Caiman Ventures Sdn. Bhd. x 1,464 100 - -Ann Yun Logistics Sdn Bhd y 750 22 - -Golden Cash Harvest Sdn Bhd z 1,200 17 - -

19,198 793 9,564 831

Related party relationship:

(a) Linshanhao Plywood (Sarawak) Sdn. Bhd. The directors and/or major shareholders of the Company, namely, Datuk Wong Kie Yik, Datuk

Wong Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and their family members are directors of Linshanhao Plywood (Sarawak) Sdn. Bhd.. Ocarina Development Sdn. Bhd., a company deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie Nai, Wong Kie Chie and W T K Realty Sdn Bhd (a major shareholder of the Company) by virtue of their substantial shareholdings in Ocarina Development Sdn. Bhd., is the sole shareholder of Linshanhao Plywood (Sarawak) Sdn. Bhd..


31 December 2005

pg84



(b) W T K Trading Sdn. Bhd. The directors and/or major shareholders of the Company namely, Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and their family members are directors and/or major shareholders of W T K Trading Sdn. Bhd..

(c) Harbour-View Realty Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Harbour-View Realty Sdn. Bhd..

(d) Jati Bahagia Sdn. Bhd. The director of the Company, Patrick Wong Haw Yeong and family members of the directors and

major shareholders of the Company, namely Datuk Wong Kie Yik and Datuk Wong Kie Nai, are major shareholders of Jati Bahagia Sdn. Bhd..

(e) Sentiaya Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and their family members are major shareholders of Sentiaya Sdn. Bhd. whilst their family members are also directors of Sentiaya Sdn. Bhd.

(f) Protection Gloves Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Protection Gloves Sdn. Bhd..

(g) Hung Ling Sawmill Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and a family member are directors and/or major shareholders of Hung Ling Sawmill Sdn. Bhd.. K.N. Wong (M) Sdn. Bhd., a company deemed connected to Datuk Wong Kie Nai by virtue of his substantial shareholdings in K.N. Wong (M) Sdn. Bhd., is also a major shareholder of Hung Ling Sawmill Sdn. Bhd..

(h) Faedah Mulia Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Faedah Mulia Sdn. Bhd..

(i) Sabal Sawmill Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors of Sabal Sawmill Sdn. Bhd.. Siew Doh Development Co. Sdn. Bhd. and Double E. Holdings Sdn. Bhd., companies deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie Nai and Wong Kie Chie, by virtue of their substantial shareholdings in both these companies, are major shareholders of Sabal Sawmill Sdn. Bhd..

(j) W T K Realty Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and their family members are directors and/or major shareholders of W T K Realty Sdn. Bhd..


31 December 2005

pg85

ANNUAL REPORT 2005


31 December 2005


(k) Harvard Rank Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and their family members are directors and/or major shareholders of Harvard Rank Sdn. Bhd..

(l) Lee Ling Enterprise Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai and Patrick Wong Haw Yeong are directors of Lee Ling Enterprise Sdn. Bhd.. W T K Timber Processing Industries Sdn. Bhd., a company deemed connected to Datuk Wong Kie Yik and Datuk Wong Kie Nai by virtue of their substantial shareholdings in W T K Timber Processing Industries Sdn. Bhd., is a major shareholder of Lee Ling Enterprise Sdn. Bhd..

(m) Trumac Industries Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Patrick Wong Haw Yeong and a family member are directors and/or major shareholders of Trumac Industries Sdn. Bhd..

(n) Oxford Empire Sdn. Bhd. The director of the Company, Patrick Wong Haw Yeong and a family member of Datuk Wong Kie Yik

(a director and major shareholder of the Company) are directors and major shareholders of Oxford Empire Sdn. Bhd..

(o) Harvard League Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai and Patrick Wong Haw Yeong are directors and/or major shareholders of Harvard League Sdn. Bhd..

(p) WTK Reforestation Sdn. Bhd. The director and major shareholder of the Company, Datuk Wong Kie Nai and his family members

are directors and/or major shareholders of WTK Reforestation Sdn. Bhd..

(q) Ocarina Development Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and W T K Realty Sdn. Bhd. are directors and/or major shareholders of Ocarina Development Sdn. Bhd..

(r) Syarikat Kalulong Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and W T K Realty Sdn. Bhd. are directors and/or major shareholders of Syarikat Kalulong Sdn. Bhd., whilst family members are also directors and/or major shareholders of Syarikat Kalulong Sdn. Bhd..

(s) W T K Enterprises Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and W T K Realty Sdn. Bhd. are directors and/or major shareholders of W T K Enterprises Sdn. Bhd., whilst family members are also directors and/or major shareholders of W T K Enterprises Sdn. Bhd..

pg86



(t) Sing Chew Coldstorage Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai and Patrick Wong Haw Yeong are directors of Sing Chew Coldstorage Sdn. Bhd. (“Sing Chew”), whilst Sing Chew is wholly-owned by TMC Importer & Exporter Sdn. Bhd., a company deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie Nai, Wong Kie Chie and W T K Realty Sdn. Bhd. (a major shareholder of the Company) by virtue of their substantial shareholdings in TMC Importer & Exporter Sdn. Bhd..

(u) Beststart (M) Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Beststart (M) Sdn. Bhd..

(v) Systematic Logging Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Systematic Logging Sdn. Bhd..

(w) United Agencies Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of United Agencies Sdn. Bhd..

(x) Caiman Ventures Sdn. Bhd. The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong

Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major shareholders of Caiman Ventures Sdn. Bhd..

(y) Ann Yun Logistics Sdn. Bhd. The family members of Datuk Wong Kie Nai, a director and major shareholder of the Company, are

directors of Ann Yun Logistics Sdn. Bhd..

(z) Golden Cash Harvest Sdn. Bhd. The family members of Datuk Wong Kie Nai, a director and major shareholder of the Company, are

directors and major shareholders of Golden Cash Harvest Sdn. Bhd..

Related parties referred to here are companies in which the Company’s directors have substantial interest.

Sales of timber related products to these companies, are determined based on competitive pricing of similar products in the open market.

Part of the purchases of raw materials are based upon terms and conditions which are mutually agreed with

the related companies as stated in the Contracts for Log Supply renewed between the parties on 1 January 2005. The Contracts for Log Supply were renewed for a further period of three (3) years based on the same terms and conditions in the previous contracts.

Other related party transactions (apart from the sawn timber and logs transactions) are mainly to provide support to the Group’s day-to-day operations, procure the services of related parties who have the necessary expertise and facilities, reduce inventory lead-time and ensure continuous production, thus allowing the Group to be more competitive. The pricing of these transactions were based on the prevailing market rates.


31 December 2005

pg87

ANNUAL REPORT 2005


31 December 2005


Company 2005

RM’000 2004

RM’000

Gross dividends from:- Subsidiaries

Loytape Industries Sdn. Bhd. 375 1,950General Aluminium Works (M) Sdn. Bhd. - 1,743Central Mercantile Corporation (S) Ltd. 2,874 6,758Song Logging Company Sendirian Berhad 3,000 2,000Limpah Mewah Sdn. Bhd. 1,000 1,000Cairnfield Sdn. Bhd. 2,000 2,000Dusun Nyiur Sdn. Bhd. - 750Sut Sawmill Sdn. Bhd. 1,000 400Ninjas Development Sdn. Bhd. 1,000 400Sanitama Sdn. Bhd. 1,000 400Kuching Plywood Sdn. Bhd. 1,000 1,000

- AssociateCentral Elastic Corporation Sdn. Bhd. 503 252

Management fees income from subsidiaries:Loytape Industries Sdn. Bhd. 300 300General Aluminium Works (M) Sdn. Bhd. 960 960Samanda Equities Sdn. Bhd. 198 198Dusun Nyiur Sdn. Bhd. 60 22Samanda Trading Sdn. Bhd. 241 240Samanda Marketing Corporation Sdn. Bhd. 36 36

Rental income from subsidiary:General Aluminium Works (M) Sdn. Bhd. 29 29

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

34. CONTINGENT LIABILITIES

Company 2005

RM’000 2004

RM’000

SecuredGuarantees to banks and financial institutions on behalf of subsidiaries 68,977 67,721

pg88


34. CONTINGENT LIABILITIES (cont’d)

The guarantees to banks and financial institutions by the Company are secured by fixed and floating charges over the assets and undertakings of the subsidiaries.

Company 2005

RM’000 2004

RM’000

UnsecuredGuarantees to banks and financial institutions on behalf of subsidiaries 79,404 78,272

35 LITIGATION On 8 February 2001, Central Industrial Corporation Berhad (“CICB”), a minority shareholder of Central

Mercantile Corporation (M) Sdn. Bhd. (“CMCM”), a subsidiary of Loytape Industries Sdn. Bhd., wholly-owned by the Company, presented a petition to wind-up CMCM on the grounds that the directors of CMCM have not acted in the interest of CMCM. CICB also applied to the Court to appoint provisional liquidators over CMCM.

The High Court on 16 February 2005, dismissed CICB’s applications to appoint provisional liquidators over CMCM and for cross-examination. CICB’s appeal to the Court of Appeal from these decisions of the High Court have been fixed for hearing on 14 June 2006. Further, the High Court has fixed CICB’s petition to wind-up CMCM for hearing on 26 July 2006. The directors of the Company, in close consultation with the lawyers of the Company, are of the opinion that there is a fair chance of resisting CICB’s appeals to the Court of Appeal and CICB’s petition to wind-up CMCM.

36. CAPITAL COMMITMENTS

Group Company2005

RM’0002004

RM’000 2005

RM’000 2004

RM’000

Approved and contracted for:Property, plant and equipment 486 - 264 - Non cancellable outstanding rental commitments

Not later than 1 year 233 144 - - Later than 1 year and not later than 5 years 146 - - -

Contracted but not provided for 2,225 3,095 - -

Share of capital commitments of ajointly controlled entity 54 - - -


31 December 2005

pg89

ANNUAL REPORT 2005

37. FINANCIAL INSTRUMENTS

(a) Financial Risk, Management Objectives and Policies The Group’s financial risk management policy seeks to ensure that adequate financial resources are

available for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

(b) Interest Rate Risk The Group’s primary interest rate risk relates to interest-bearing debt; the Group had no substantial

long term interest-bearing assets as at 31 December 2005. The investments in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in fixed deposits.

The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.

The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective notes.

(c) Foreign Exchange Risk The Group operates internationally and is exposed to various currencies, mainly Singapore Dollar,

United States Dollar, Australian Dollar, Swedish Francs, Hong Kong Dollar and Pound Sterling. Foreign currency denominated assets and liabilities together with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures.

Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.

The net unhedged financial assets and financial liabilities of the Group companies that are not denominated in their functional currencies are as follows:

At 31 December 2005:

Trade receivables

RM

Trade payables

RM

Other payables

RM

Bank borrowings

RMTotalRM

United States Dollar 4,808,074 (36,940) (10,897) - 4,760,237Hong Kong Dollar 425,682 - - - 425,682Australian Dollar 275,837 - - - 275,837Pound Sterling - - (3,143) - (3,143)Singapore Dollar 347,379 - (28,457) - 318,922Swedish Francs - (28,991) (16,967) - (45,958)

5,856,972 (65,931) (59,464) - 5,731,577


31 December 2005

pg90


37. FINANCIAL INSTRUMENTS (cont’d)

(c) Foreign Exchange Risk (cont’d)

At 31 December 2004:

Trade receivables

RM

Trade payables

RM

Other payables

RM

Bank borrowings

RMTotalRM

United States Dollar 7,444,639 (943,961) (15,835) (3,825,600) 2,659,243Hong Kong Dollar 148,914 - - - 148,914Australian Dollar 148,446 - - - 148,446Pound Sterling 113,171 - (28,407) - 84,764Singapore Dollar 58,474 - (18,634) - 39,840Swedish Francs - - (76,791) - (76,791)

7,913,644 (943,961) (139,667) (3,825,600) 3,004,416

(d) Liquidity Risk The Group manages its debt maturity profile, operating cash flows and the availability of funding so

as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

(e) Credit Risk Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals,

limits and monitoring procedures. Credit risks are minimised and monitored by limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial instruments.

(f) Fair Values Financial assets and financial liabilities which are not carried at fair value on the balance sheets of

the Group and of the Company as at the end of the financial year are unquoted investments, amounts due to/from related corporations, associates, jointly controlled entities and a minority shareholder.

It is not practical to estimate the fair value of the Group’s non-current unquoted shares because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. However, the Group believes that the carrying amount represents the recoverable values.


31 December 2005

pg91

ANNUAL REPORT 2005

37. FINANCIAL INSTRUMENTS (cont’d) (f) Fair Values (cont’d) It is also not practical to estimate the fair values of amounts due to/from related corporations,

associates, jointly controlled entities and a minority shareholder due principally to a lack of fixed repayment term entered by the parties involved and without incurring excessive costs. However, the Group does not anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would eventually be received or settled.

The nominal/notional amount and net fair value of financial instruments not recognised in the balance sheets of the Group and of the Company as at the end of the financial year are contingent liabilities. It is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing, costs and eventual outcome.

The carrying amount of Cash and Cash Equivalents, Trade and Other Receivables/Payables and Short

Term Borrowings approximate fair values due to the relatively short term maturity of these financial instruments.

The fair value of non-current quoted shares as disclosed in Note 17 to the financial statements is as determined by reference to stock exchange quoted market bid prices at the close of the business on the balance sheet date. Certain quoted shares are carried at an amount in excess of their fair values as the directors are of the opinion that the diminution in value of these shares are temporary in nature as the net tangible asset which represent the net worth of these investee companies are higher than the quoted market prices of these investments at balance sheet date.

The carrying value of borrowings, which are mainly variable rate borrowings, is considered to be reasonable estimate of the fair values as the borrowings will be repriced immediately in the event of only changes the market interest rates.

38. SEGMENT INFORMATION

(a) Business Segments:

The Group is organised into three major business segments:

(i) Timber - the extraction and sale of timber, manufacture and sale of plywood, veneer and sawn timber;

(ii) Trading - the trading of tapes, foil, papers and electrostatic discharge products; and

(iii) Manufacturing - conversion of aluminium foils, flexible packaging, metallized and electrostatic discharge products, manufacture and sale of adhesive and gummed tapes.

Other business segments include investment holding, property investment, property rental, plant and equipment rental and plantation, none of which are of a sufficient size to be reported separately.

No geographical analysis has been prepared as the Group’s business interest is predominantly located in Malaysia.

The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.


31 December 2005

pg92


38. SEGMENT INFORMATION (cont’d)

Timber Trading Manufacturing Investment holding

and others

Eliminations Consolidated2005 2004 2005 2004 2005 2004 2005 2004 2005 2004 2005 2004

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

REVENUE AND EXPENSES

Revenue

External sales 471,855 454,017 50,609 53,220 88,942 94,523 1,676 2,535 - - 613,082 604,295

Inter-segment sales 90,516 62,286 98 75 22,422 23,242 18,396 24,969 131,432 110,572 - -

Total revenue

562,371 516,303 50,707 53,295

111,364 117,765 20,072 27,504

131,432 110,572

613,082 604,295

Results

Profit from operations 73,155 92,648 4,012 4,384 (2,447) 7,351 485 822 - - 75,205 105,205

Other non operating income/(expenses) - - 306 - - - 766 (1,694) - - 1,072 (1,694)

Finance cost (4,220) (4,134) (29) (24) (1,806) (1,405) (25) (38) - - (6,080) (5,601)

Share of profit of associated company - - - - - - 1,059 1,149 - - 1,059 1,149

Share of profit of jointly controlled entity - - - - 98 130 - - - - 98 130

Profit/(loss) before taxation 68,935 88,514 4,289 4,360 (4,155) 6,076 2,285 239 - - 71,354 99,189

Taxation (14,570) (22,666)

Profit after taxation 56,784 76,523

Minority interests 567 59

Profit for the year 57,351 76,582

ASSETS AND LIABILITIESSegment assets 883,099 832,738 25,555 31,380 113,166 116,107 49,210 55,011 1,071,030 1,035,236

Investment in equity method of associates

- - - - - - 8,913 8,630 8,913 8,630

Investment in equity method of jointly controlled entities - - - - 3,102 3,036 - - 3,102 3,036

Unallocated corporate assets 11,958 15,209 10 37 808 789 37 27 12,813 16,062

Consolidated total assets

1,095,858

1,062,964

Segment liabilities 30,540 40,522 4,180 3,848 12,318 11,881 10,958 1,562 57,996 57,813

Unallocated corporate liabilities 159,915 156,207 4,340 4,628 44,339 45,769 309 455 208,903 207,059

Consolidated total liabilities 266,899 264,872

OTHER INFORMATION

Capital expenditure 34,915 63,802 95 690 7,842 5,219 41 63 42,893 69,774

Depreciation 30,022 25,179 468 454 5,616 5,705 178 185 36,284 31,523

Amortisation 2,766 2,928 - - - - 551 407 3,317 3,335

Impairment loss - - - - - - 13 1,750 13 1,750


31 December 2005

pg93

ANNUAL REPORT 2005

ADDRESS/LOCATION AREA TENURE DESCRIPTION

DATE OFLAST

VALUATION/ACQUISITION

AGE OFBUILDING

NET BOOK VALUE

OR COST (RM’000)

Lot 692*Mukim 1Prai Industrial EstateProvince Wellesley.

3.14acres

Leasehold(expires in 2045)

Land withfactory

8 November 1985 21 years 1,425

Lot 682Mukim 1Prai Industrial EstateProvince Wellesley.

2 acres Leasehold(expires in 2069)

Land withfactory

31 July 1980 34 years }}}} 1,174

Lot 2806Mukim 1Prai Industrial EstateProvince Wellesley.

1 acre Leasehold(expires in 2072)

Land withfactory

31 July 1980 34 years }}}}

Lot 331876 km milestoneIpoh/PenangMain Trunk Road34008 TaipingPerak Darul Ridzuan.

15.72acres

Freehold Land withfactory

9 July 1980 33 years 6,980

Lot 11644*Durian SebatangDistrict of Hilir PerakPerak Darul Ridzuan.

2 acres Leasehold(expires in 2010)

Agricultureland with building

31 March 1981 24 years 115

49 plots of land in Town of Lumut District of ManjungPerak Darul Ridzuan.

190,454sq. ft.

Freehold Vacant Land 24 June 1994 - 1,381

41 parcels of land of Taman Kuningsari*District of Larut & Matang Perak Darul Ridzuan.

108,652 sq. ft.


Vacant land 22 August 1991 - 391

Various office lots in Wisma Central**Lot 150, Section 58Jalan Ampang50450 Kuala Lumpur.

71,360sq. ft.

Freehold Office space 30 May 1994 to23 February 2001

29 years 16,134

List of Properties held by W T K Holdings Berhad and subsidiaries as at 31 December 2005

pg94


List of Properties (cont’d) held by W T K Holdings Berhad and subsidiaries as at 31 December 2005


DATE OFLAST


AGE OFBUILDING

NET BOOK VALUE

OR COST (RM’000)

Level 2 & 3Wisma CentralLot 150, Section 58Jalan Ampang50450 Kuala Lumpur.

108,597sq. ft.

Freehold Car parks 23 November 1993 25 years 8,121

F4-19(H)*Amber CourtVilla D’ GentingResortGenting Highlands.

927sq. ft.

Freehold ResortApartment

30 November 1995 10 years 182

68 plots of landMukim of AmpanganDaerah SerembanNegeri Sembilan Darul Khusus.

2.89acres

Freehold Vacant land 26 August 2000 - 72

MLO 10341*Jalan Temenggong 1Kangkar Tebrau81100 Johor BahruJohore Darul Takzim.

12,754sq. ft.

Freehold Vacant land 25 September 1990 - 173

No. 86*Tagore LaneIndustrial Estate.

11,354sq. ft.

Freehold Land withoffice &warehouse

30 September 1983 22 years 1,505

No: 20*Shaw RoadChing Shine BuildingSingapore.

2,347sq. ft.

Freehold Warehouse 24 November 1980 25 years 173

Lot 5415 & Lot 5428KTLD Kuching.

2.4361hectares


Plywood factory,office, labourquarters and warehouse

31 December 1995 19 years 14,457

Engkilo Land DistrictSibuLots 1895 & 1897Lots 690, 14 & 22Lot 11Lots 280 & 282

6.2753hectares

Leasehold

(Expires in 2917) (Expires in 2915)(Expires in 2019)(Expires in 2027)

Sawmill factory,labour quartersand warehouseOffice


pg95

ANNUAL REPORT 2005


DATE OFLAST


AGE OFBUILDING

NET BOOK VALUE

OR COST (RM’000)

Telok EngkalatSibuLots 4905Lots 25846 & 25847Lot 31771Lot 30974Lot 30428Lot 31754Lot 370

10.7965 hectares

Leasehold

(Expires in 2024) (Expires in 2034)(Expires in 2024) (Expires in 2039)(Expires in 2038)(Expires in 2039)Freehold

Sawmill factory, office, labourquarters andwarehouse


Ensurai & EmpawahSibuLots 15807Lots 41831Lots 1095 & 1096Lot 29992

8.5hectares

Leasehold

(Expires in 2033) (Expires in 2910)(Expires in 2019)(Expires in 2911)

Sawmill factoryWarehouseLabour quartersOffice

2 September 1996 15 years 15 years 10 years 10½ years

18,911

Kemena Land DistrictBintulu Lot 664, 31 & 145

7.9906hectares

Freehold Warehouse andlabour quartersOfficePlywood factory

1 January 1996 11 years

11 years15 years

42,275

Lot 3Suad Land DistrictKapit.

8.0087hectares

Leasehold(Expires in 2008)

Sawmill & log pondNew factoryextension

2 September 1996 32 years

4 years

2,042

2,403

Lot 127 & 128 Katibas Land DistrictKapit.

7.3935hectares


Log pond 2 September 1996 - 222

Lot 3***Oyan Land DistrictKapit.

1.8939 hectares


Log pond 2 September 1996 - 28

Lot 1328, Block 48Sarikei Land DistrictSarikei.

4,610sq. ft.


2-storey semi-detachedindustrialshophouses

2 September 1996 25 years 99


pg96



DATE OFLAST


AGE OFBUILDING

NET BOOK VALUE

OR COST (RM’000)

Lot 837Kemena Land DistrictBintulu.

3,400sq. ft.


2-storey cornerterrace house

2 September 1996 20 years 123

Menuan Land DistrictKapitLot 44*Lot 145*Lot 146*

16.617hectares

Leasehold

(Expires in 2019) (Expires in 2020) (Expires in 2022)

Log pond andlabour quarters

-

8 September 20008 August 20008 September 2000

-

---

1,349

Lot 1079 No.9* 11-E, Jalan Jerrwit BaratSibu

1,461.20sq. ft.


3 storey immediateshophouse

31 March 2004 1 year 324

* The date stated refers to the date of acquisition

** Certain lots were not revalued during the period stated and was acquired on a piecemeal basis covering the period from 4 June 1991 to 31 December 1993

*** Application for extension of the lease is pending approval by the relevant authority


pg97

ANNUAL REPORT 2005

Statistic on Shareholdings

STATEMENT OF SHAREHOLDINGS AS AT 8 MAY 2006

Authorised Capital : RM1,000,000,000.00Issued and fully paid-up capital : RM163,866,527.00Class of Shares : Ordinary shares of RM1.00 eachVoting Rights : One vote per RM1.00 share

BREAKDOWN OF SHAREHOLDINGS

Range of Holdings No. of HoldersPercentage of Holders

No. of RM1.00 Shares

Percentage of Issued Capital

Less than 100100 to 1,0001,001 to 10,00010,001 to 100,000100,001 to less than 5% of issued shares5% and above of issued shares

75224728173

936

5.7717.2556.0413.32

7.160.46

2,536170,860

2,476,2165,413,798

69,380,51986,422,598

0.000.111.513.30

42.3452.74

Total 1,299 100.00 163,866,527 100.00

DIRECTORS’ SHAREHOLDINGS

Total Interest in Number of RM1.00 SharesDirect Indirect

Name No. of shares % No. of shares %

Datuk Wong Kie YikDatuk Wong Kie NaiWong Kie ChieLt Gen (Rtd) Datuk Seri Abdul Manap bin IbrahimLoh Siew ChoonTham Sau KienPatrick Wong Haw Yeong

4,057,6646,789,3265,247,010

----

2.484.143.20

----

*39,876,836*39,876,836*39,876,836

----

24.3324.3324.33

----

Notes:* Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section 6A(4)(c)

of the Companies Act, 1965.

In accordance with Section 6A(4)(c) of the Companies Act, 1965, a person, or the associates of that person or that person and his associates are entitled to exercise or control the exercise of not less than fifteen per centum (15%) of the votes attached to the voting shares in the body corporate.

pg98


SUBSTANTIAL SHAREHOLDERS

According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial shareholders (beneficial owners only) of the Company:-

Total Interest in Number of RM1.00 SharesDirect Indirect

Name No. of shares % No. of shares %

Kosa Bahagia Sdn BhdW T K Realty Sdn BhdDatuk Wong Kie YikDatuk Wong Kie NaiWong Kie ChieAIG Goldflow LtdEmployees Provident Fund Board

9,975,00018,713,538 4,057,664

6,789,326 5,247,01012,952,05018,082,100

6.0911.422.484.143.207.90

11.03

-(1)14,763,000(2)39,876,836(2)39,876,836(2)39,876,836

--

-9.01

24.3324.3324.33

--

Notes:(1) Deemed interested through Kosa Bahagia Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section 6A(4)(c) of the Companies Act,

1965.(2) Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section 6A(4)(c)

of the Companies Act, 1965.

In accordance with Section 6A(4)(c) of the Companies Act, 1965, a person, or the associates of that person or that person and his associates are entitled to exercise or control the exercise of not less than fifteen per centum (15%) of the votes attached to the voting shares in the body corporate.

THIRTY LARGEST REGISTERED HOLDERS

Name of Holders Holdings Percentage (%)

1. W T K Realty Sdn Bhd 24,295,737 14.83

2. Employees Provident Fund Board 15,000,400 9.153. W T K Realty Sdn Bhd 14,236,111 8.694. Cartaban Nominees (Asing) Sdn Bhd

State Street Australia Fund 4J69 for AIG Goldflow Ltd 12,952,050 7.90

5. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Kosa Bahagia Sdn Bhd

9,975,000 6.09

6. HSBC Nominees (Asing) Sdn Bhd Exempt AN for Morgan Stanley & Co. Incorporated

9,963,300 6.08

7. Lembaga Tabung Haji 6,225,000 3.808. AMMB Nominees (Tempatan) Sdn Bhd

AMInternational (L) Ltd for W T K Realty Sdn Bhd6,011,667 3.67

9. Citigroup Nominees (Asing) Sdn Bhd Goldman Sachs International

5,786,300 3.53

10. HSBC Nominees (Asing) Sdn Bhd HSBC-FS for Value Partners “A” Fund

3,407,900 2.08

11. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Wong Kie Nai

3,321,439 2.03

Statistic on Shareholdings (cont’d)

pg99

ANNUAL REPORT 2005

THIRTY LARGEST REGISTERED HOLDERS (cont’d)

Name of Holders Holdings Percentage (%)

12. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Harbour-View Realty Sdn Bhd

2,460,771 1.50

13. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Wong Kie Chie

2,017,357 1.23

14. Cartaban Nominees (Asing) Sdn Bhd Government of Singapore Investment Corporation Pte Ltd for Government of Singapore (C)

1,926,400 1.18

15. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Ocarina Development Sdn Bhd

1,840,878 1.12

16. RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for W T K Realty Sdn Bhd

1,600,000 0.98

17. Citigroup Nominees (Tempatan) Sdn Bhd CMS Dresdner Asset Management Sdn Bhd for Employees Provident Fund

1,500,000 0.92

18. W T K Holdings Berhad Share Buy Back Account

1,310,500 0.80

19. Malaysia Nominees (Tempatan) Sendirian Berhad Amanah SSCM Asset Management Berhad for Amanah Millenia Fund Bhd (JM730)

1,177,500 0.72

20. Mohammad Tufail Bin Mahmud 1,115,862 0.6821. Cartaban Nominees (Asing) Sdn Bhd

Government of Singapore Investment Corporation Pte Ltd for Monetary Authority of Singapore (H)

1,053,900 0.64

22. Amanah Raya Nominees (Tempatan) Sdn Bhd Public Islamic Equity Fund

982,800 0.60

23. Amanah Raya Berhad SBB Dana Al-Ikhlas

900,000 0.55

24. Majaharta Sdn Bhd 893,958 0.5425. Amanah Raya Nominees (Tempatan) Sdn Bhd

Public Islamic Balanced Fund870,000 0.53

26. AMMB Nominees (Tempatan) Sdn Bhd AMInternational (L) Ltd for Wong Kie Yik

845,140 0.52

27. Amanah Raya Nominees (Tempatan) Sdn Bhd Public Islamic Opportunities Fund

844,100 0.51

28. Universal Trustee (Malaysia) Berhad SBB Dana Al-Mizan

801,300 0.49

29. Universal Trustee (Malaysia) Berhad Pacific Premier Fund

781,200 0.48

30. AMMB Nominees (Tempatan) Sdn Bhd AMTrustee Berhad for Pacific Pearl Fund

774,500 0.47

Total 134,871,070 82.31

Statistic on Shareholdings (cont’d)

pg100


NOTICE IS HEREBY GIVEN that the Thirty-Fourth Annual General Meeting of the Company will be held at 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Thursday, 29 June 2006 at 10.30 a.m. for the transaction of the following business:-

1. To receive and consider the Audited Financial Statements for the year ended 31 December 2005 together with the Reports of the Directors and Auditors thereon.

Resolution 1

2. To approve the declaration of final dividend of 4.55% tax exempt. Resolution 2

3. To approve payment of Directors’ fees amounting to RM144,000.00 for the year ended 31 December 2005.

Resolution 3

4. To re-elect the following Directors who retire by rotation in accordance with Article 96 of the Company’s Articles of Association:-(a) Datuk Wong Kie Yik (b) Ms Tham Sau Kien

Resolution 4Resolution 5

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.

Resolution 6

6. As Special Business to consider and, if thought fit, to pass the following Ordinary Resolutions:-

AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

THAT pursuant to Section 132D of the Companies Act, 1965, authority be and is hereby given to the Directors to issue shares in the capital of the Company from time to time at such price upon such terms and conditions for such purposes and to such person or persons whomsoever as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed ten per centum (10%) of the total issued share capital of the Company for the time being, subject to the Companies Act, 1965, the Articles of Association of the Company and the approval from the Bursa Malaysia Securities Berhad and other relevant authorities where such approval is necessary AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.

PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

THAT subject to the Companies Act, 1965, the Company’s Memorandum and Articles of Association and all applicable laws, regulations and guidelines, and the approval of the relevant authorities, a renewal of mandate be and is hereby granted to the Company to purchase and hold such amount of ordinary shares of RM1.00 each (“Shares”) in the Company as may be determined by the Directors of the Company from time to time through the Bursa Malaysia Securities Berhad (“Bursa Securities”) upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of Shares purchased and held as treasury shares does not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company at any given point in time and that the amount to be utilised for the Proposed Purchases, which will be financed via internally-generated funds of the Group and/or external borrowings, will not exceed the retained reserve and/or share premium of the Company. The audited retained reserve and audited share premium of the Company as at 31 December 2005 were RM19,785,000 and RM3,375,000 respectively.

Resolution 7

Resolution 8

Notice ofAnnual General Meeting

pg101

ANNUAL REPORT 2005

7.

AND THAT the Shares of the Company to be purchased will not be cancelled and are proposed to be retained as treasury shares or distributed as dividends or re-sold on the Bursa Securities AND THAT the Directors of the Company be and are hereby empowered generally to do all acts and things to give effect to the Proposed Purchases AND FURTHER THAT such authority shall commence immediately upon the passing of this ordinary resolution until:-

(i) the conclusion of the next Annual General Meeting of the Company at which time the authority shall lapse unless by resolution passed at the meeting, the authority is renewed, either conditionally or subject to condition; or

(ii) the expiration of the period within which the next Annual General Meeting after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965; or

(iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting,

whichever is the earlier and, in any event, in accordance with the provisions of the Listing Requirements of Bursa Securities or any other relevant authorities.

PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

THAT a renewal of mandate be and is hereby granted to allow the Group to enter into recurrent related party transactions of a revenue or trading nature as set out in the Circular to Shareholders dated 7 June 2006 with specific classes of Related Parties which are necessary and in the ordinary course of business and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders AND THAT such mandate shall continue to be in force from the passing of this mandate until:-

(i) the conclusion of the next Annual General Meeting at which time the mandate shall lapse unless by a resolution passed at the meeting, the authority is renewed; or

(ii) the expiration of the period within which the next Annual General Meeting after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965; or

(iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting,

whichever is the earlier.

To transact any other business of which due notice shall have been given.

Resolution 9

BY ORDER OF THE BOARD

Tan Mee LianHo Pui YeeSecretaries

Kuala Lumpur7 June 2006

Notice ofAnnual General Meeting (cont’d)

pg102


Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company and does not need to comply with Section 149(1)(b) of the Companies Act, 1965.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hand of its attorney.

3. The instrument appointing a proxy must be deposited at the Company’s Registered Office at Box #377, 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereat.

Explanatory Notes on Special Business

4. The Proposed Ordinary Resolution No. 7, if passed, will give the Directors of the Company the power to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

5. The Proposed Ordinary Resolution No. 8, if passed, will give the Directors of the Company the continuing authority to purchase the Company’s own shares up to an amount not exceeding in total 10% of its issued share capital at any point in time upon such terms and conditions as the Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting of the Company.

6. The Proposed Ordinary Resolution No. 9, if passed, will provide the Company and its Group a continuing mandate to enter into recurrent related party transactions of a revenue or trading nature in compliance with Paragraph 10.09, Part E of the Bursa Malaysia Securities Berhad Listing Requirements. The mandate, unless revoked or varied by the Company in a general meeting, will expire at the next Annual General Meeting of the Company.

7. Details of the Proposed Ordinary Resolutions No. 8 and 9 are contained in the Circular to Shareholders dated 7 June 2006 accompanying the Company’s Annual Report 2005.

Notice ofAnnual General Meeting (cont’d)

pg103

ANNUAL REPORT 2005

Statement Accompanying Notice of Annual General Meeting

1. The Directors standing for re-election are:-

(a) Datuk Wong Kie Yik(b) Ms Tham Sau Kien

Details of the Directors standing for re-election at the forthcoming Thirty-Fourth Annual General Meeting are set out in the Directors’ Profile on pages 3 and 8 of the Annual Report.

2. Details of attendance of Directors at Board Meetings

There were five (5) Board Meetings held during the financial year ended 31 December 2005. Details of attendance of the Directors are set out in the Directors’ Statement on Corporate Governance on page 12 of the Annual Report.

3. Details of the Thirty-Fourth Annual General Meeting The Thirty-Fourth Annual General Meeting of the Company will be held at 9th Floor, Wisma Central, Jalan

Ampang, 50450 Kuala Lumpur, Malaysia on Thursday, 29 June 2006 at 10.30 a.m.

This page has been intentionally left blank.

W T K HOLDINGS BERHAD (10141-M) Incorporated in Malaysia

FORM OF PROXY

I/We(Full Name in Capital Letters)

of(Full Address)

being a member(s) of W T K HOLDINGS BERHAD hereby appoint (Full Name in Capital Letters)

NRIC No.

of(Full Address)

or failing *him/her, the Chairman of the Meeting as *my/our proxy, to vote for *me/us and on *my/our behalf at the Thirty-Fourth Annual General Meeting of the Company to be held at 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Thursday, 29 June 2006 at 10.30 a.m. and at any adjournment thereat.

*My/Our proxy is to vote as indicated below:

Resolution No. Ordinary Business For Against

1 Adoption of Audited Financial Statements and Reports for the year ended 31 December 2005

2 Approval of Final Dividend

3 Approval of Directors’ Fees

4 Re-election of Datuk Wong Kie Yik as Director pursuant to Article 96

5 Re-election of Ms Tham Sau Kien as Director pursuant to Article 96

6 Re-appointment of Messrs Ernst & Young as Auditors and authorising Directors to fix their remuneration

Special Business

7 Authority to issue shares pursuant to Section 132D of the Companies Act, 1965

8 Proposed Renewal of Share Buy-Back Mandate

9 Proposed Renewal of General Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

Please indicate with “X” how you wish your vote to be casted. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.

Number of Shares Held

Dated this day of 2006 Signature/Common Seal of Shareholder(s)(*Delete if not applicable)

NOTES:(1) A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a

member of the Company and does not need to comply with Section 149(1)(b) of the Companies Act, 1965.(2) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if such

appointer is a corporation under its common seal or under the hand of its attorney.(3) The instrument appointing a proxy must be deposited at the Company’s Registered Office at Box #377, 9th Floor, Wisma Central, Jalan

Ampang, 50450 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereat.

The Company SecretariesW T K Holdings Berhad (10141-M)

Box #377, 9th Floor, Wisma CentralJalan Ampang

50450 Kuala LumpurMalaysia

Stamp/Setem

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